EXHIBIT 10.1

                    CREDIT AGREEMENT

             Dated as of December 23, 1998


                         among


                 GIANT INDUSTRIES, INC.,


      THE FINANCIAL INSTITUTIONS PARTIES HERETO


                         and


             BANK OF AMERICA NATIONAL TRUST
                AND SAVINGS ASSOCIATION,
             as Administrative Agent and as
             Letter of Credit Issuing Bank


                - - - - - - - - - - - -


                      Arranged by


        NATIONSBANC MONTGOMERY SECURITIES LLC

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                   TABLE OF CONTENTS

     Page

ARTICLE I  DEFINITIONS
   1.01 Certain Defined Terms
   1.02 Other Interpretive Provisions
   1.03 Accounting Principles
ARTICLE II  THE CREDITS
   2.01 Amounts and Terms of Commitments
   2.02 Loan Accounts
   2.03 Procedure for Borrowing
   2.04 Conversion and Continuation Elections
   2.05 Termination or Reduction of Commitments
        (a) Voluntary Termination or Reduction
        (b) Additional Provisions
   2.06 Optional Prepayments
   2.07 Borrowing Base Determinations, Mandatory
        Prepayments of Loans
   2.08 Repayment
        (a) Principal
        (b) Interest
   2.09 Fees
        (a) Arrangement, Agency Fees
        (b) Commitment Fees
   2.10 Computation of Fees and Interest
   2.11 Payments by the Company
   2.12 Payments by the Banks to the Administrative Agent
   2.13 Sharing of Payments, Etc.
   2.14 Security and Guaranty
ARTICLE III  THE LETTERS OF CREDIT
   3.01 The Letter of Credit Facility
   3.02 Issuance, Amendment and Renewal of Letters of Credit
   3.03 Existing Bank of America Letters of Credit, Risk
        Participations, Drawings and Reimbursements
   3.04 Repayment of Participations
   3.05 Role of the Issuing Bank
   3.06 Obligations Absolute
   3.07 Cash Collateral Pledge
   3.08 Letter of Credit Fees
   3.09 Cash Collateralization
   3.10 Uniform Customs and Practice
ARTICLE IV  TAXES, YIELD PROTECTION AND ILLEGALITY
   4.01 Taxes
   4.02 Illegality
   4.03 Increased Costs and Reduction of Return
   4.04 Funding Losses
   4.05 Inability to Determine Rates
   4.06 Certificates of Banks
   4.07 Substitution of Banks
   4.08 Survival
ARTICLE V  CONDITIONS PRECEDENT
   5.01 Conditions of Initial Credit Extensions
        (a) Credit Agreement and Notes, Guaranty, Perfection
            Certificate and Initial Borrowing Base Report and
            Compliance Certificate
        (b) Certificate Regarding Existing Indebtedness
        (c) Resolutions; Incumbency Organization Documents
        (d) Certificate (Organization, Qualification and
            Good Standing)
        (e) Legal Opinions
        (f) Payment of Fees
        (g) Certificate (Representations and Warranties, Etc.)
        (h) Termination of the 1995 Giant Credit Facility
        (i) Collateral Documents
        (j) Other Documents
   5.02 Conditions to All Credit Extensions
        (a) Notice, Application
        (b) Continuation of Representations and Warranties
        (c) No Existing Default
        (d) No Material Adverse Effect
       [(e) No Future Advance Notice
ARTICLE VI  REPRESENTATIONS AND WARRANTIES
   6.01 Corporate Existence and Power
   6.02 Corporate Authorization; No Contravention
   6.03 Governmental Authorization
   6.04 Binding Effect
   6.05 Litigation
   6.06 No Default
   6.07 ERISA Compliance
   6.08 Use of Proceeds; Margin Regulations
   6.09 Title to Properties
   6.10 Taxes
   6.11 Financial Condition
   6.12 Environmental Matters
   6.13 Regulated Entities
   6.14 No Burdensome Restrictions
   6.15 Copyrights, Patents, Trademarks and Licenses, etc.
   6.16 Subsidiaries
   6.17 Insurance
   6.18 Full Disclosure
   6.19 Solvency
   6.20 Year 2000
   6.21 Labor Relations
   6.22 Collateral Documents
ARTICLE VII  AFFIRMATIVE COVENANTS
   7.01 Financial Statements
   7.02 Certificates; Other Information
   7.03 Notices
   7.04 Preservation of Corporate Existence, Etc.
   7.05 Maintenance of Property
   7.06 Insurance
   7.07 Payment of Obligations
   7.08 Compliance with Laws
   7.09 Compliance with ERISA
   7.10 Inspection of Property and Books and Records
   7.11 Environmental Laws
   7.12 New Subsidiary Guarantors; New Subsidiary
        Security Agreements
   7.13 Use of Proceeds
   7.14 Subordinated Indebtedness
   7.15 Year 2000
   7.16 Further Assurances
ARTICLE VIII  NEGATIVE COVENANTS
   8.01 Limitation on Liens
   8.02 Disposition of Assets
   8.03 Consolidations and Mergers
   8.04 Loans and Investments
   8.05 Limitation on Subsidiary Indebtedness
   8.06 Transactions with Affiliates
   8.07 Use of Proceeds
   8.08 Contingent Obligations
   8.09 Restricted Payments
   8.10 Subsidiary Dividends
   8.11 Subordinated Notes
   8.12 Minimum Consolidated Net Worth
   8.13 Minimum Interest Coverage Ratio
   8.14 Maximum Capitalization Ratio
   8.15 ERISA
   8.16 Change in Business
   8.17 Accounting Changes
ARTICLE IX  EVENTS OF DEFAULT
   9.01 Event of Default
        (a) Non-Payment
        (b) Representation or Warranty
        (c) Specific Defaults
        (d) Other Defaults
        (e) Cross-Default  
        (f) Insolvency; Voluntary Proceedings 
        (g) Involuntary Proceedings
        (h) ERISA
        (i) Monetary Judgments
        (j) Change of Control
        (k) Loss of Permit
        (l) Adverse Change 
        (m) Guaranty Default 
        (n) Invalidity of Subordination Provisions 
        (o) Prepayment of Subordinated Notes 
        (p) Collateral
   9.02 Remedies 
   9.03 Rights Not Exclusive
ARTICLE X  THE AGENT 
   10.01 Appointment and Authorization
   10.02 Delegation of Duties
   10.03 Liability of Administrative Agent
   10.04 Reliance by Administrative Agent
   10.05 Notice of Default
   10.06 Credit Decision 
   10.07 Indemnification 
   10.08 Administrative Agent in Individual Capacity
   10.09 Successor Administrative Agent
   10.10 Withholding Tax 
   10.11 Collateral Matters 
ARTICLE XI  MISCELLANEOUS
   11.01 Amendments and Waivers 
   11.02 Notices
   11.03 No Waiver; Cumulative Remedies 
   11.04 Costs and Expenses 
   11.05 Indemnity  
   11.06 Payments Set Aside
   11.07 Successors and Assigns 
   11.08 Assignments, Participations, etc. 
   11.09 Confidentiality 
   11.10 Set-off 
   11.11 Interest 
   11.12 Indemnity and Subrogation 
   11.13 Automatic Debits of Fees 
   11.14 Notification of Addresses, Lending Offices, Etc.
   11.15 Counterparts  
   11.16 Severability 
   11.17 No Third Parties Benefitted  
   11.18 GOVERNING LAW 
   11.19 WAIVER OF JURY TRIAL 
   11.20 Entire Agreement 

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SCHEDULES

Schedule 1.01A   Acquisition EBITDA
Schedule 1.01B   Preferred Eligible Account Obligors
Schedule 2.01    Commitments
Schedule 2.02    Applicable Margins and Risk
                 Participation and Commitment Fees
Schedule 3.03    Existing Bank of America Letters
                 of Credit
Schedule 6.11    Undisclosed Liabilities
Schedule 6.16    Subsidiaries and Minority Interests
Schedule 8.01    Permitted Liens
Schedule 8.04    Permitted Loans and Investments
Schedule 8.05    Certain Permitted Indebtedness
Schedule 8.08    Certain Contingent Obligations
Schedule 11.02   Lending Offices; Addresses for Notices


EXHIBITS

Exhibit A        Form of Notice of Borrowing
Exhibit B        Form of Notice of Conversion/Continuation
Exhibit C        Form of Compliance Certificate
Exhibit D-1      Form of Legal Opinion of Company's Counsel
Exhibit D-2      Form of Legal Opinion of Company's
                 Special Counsel
Exhibit E        Form of Assignment and Acceptance
Exhibit F        Form of Note
Exhibit G        Form of Guaranty Agreement
Exhibit H        Form of Borrowing Base Report
Exhibit I        Form of Security Agreement

<PAGE>
                   CREDIT AGREEMENT


     This CREDIT AGREEMENT is entered into as of
December 23, 1998, among GIANT INDUSTRIES, INC., a
Delaware corporation (the "Company"), the several
financial institutions from time to time parties to this
Agreement (collectively, the "Banks"; individually, a
"Bank"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as administrative agent for the Banks and
as Letter of Credit Issuing Bank.

     WHEREAS, the Company has requested, and the Banks
have agreed to make available to the Company, a Sixty-
Five Million Dollar ($65,000,000.00) working capital and
letter of credit facility upon the terms and conditions
set forth in this Agreement;

     NOW, THEREFORE, in consideration of the mutual
agreements, provisions and covenants contained herein
and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:

                     ARTICLE I

                    DEFINITIONS

     1.01     CERTAIN DEFINED TERMS. The following
terms have the following meanings:

          "ACQUISITION" means any transaction or series
of related transactions for the purpose of or resulting,
directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of any
business or division of a Person, (b) the acquisition of
in excess of 50% of the capital stock of a corporation
(or similar entity), which stock has ordinary voting
power for the election of the members of the acquiree's
board of directors or persons exercising similar
functions (other than stock having such power only by
reason of the happening of a contingency), or the
acquisition of in excess of 50% of the partnership
interests or equity of any Person not a corporation
which acquisition gives the acquirer the power to direct
or cause the direction of the management and policies of
the acquiree, or (c) a merger or consolidation or any
other combination with another Person (other than a
Person that is a Subsidiary) provided that the Company
or a Subsidiary of the Company is the surviving entity.

          "ADMINISTRATIVE AGENT" means Bank of America
National Trust and Savings Association in its capacity
as agent for the Banks hereunder, and any successor
agent arising under SECTION 10.09.

          "ADMINISTRATIVE AGENT'S PAYMENT OFFICE" means
the address for payments set forth on SCHEDULE 11.02
hereto in relation to the Administrative Agent, or such
other address as the Administrative Agent may from time
to time specify.

          "AFFILIATE" means, as to any Person, any other
Person which, directly or indirectly, is in control of,
is controlled by, or is under common control with, such
Person. A Person shall be deemed to control another
Person if the controlling Person possesses, directly or
indirectly, the power to direct or cause the direction
of the management and policies of the other Person,
whether through the ownership of voting securities, by
contract, or otherwise.

          "AGENT-RELATED PERSONS" means Bank of America
and any successor Administrative Agent arising under
SECTION 10.09 and any successor Letter of Credit Issuing
Bank hereunder, together with their respective
Affiliates (including, in the case of Bank of America,
the Arranger) and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and
Affiliates.

          "AGREEMENT" means this Credit Agreement. 

          "ALBUQUERQUE TERMINAL" means the terminal
owned by Giant Mid-Continent, Inc., and operated by
Giant Industries Arizona, Inc., located in or near
Albuquerque, New Mexico.

          "APPLICABLE MARGIN" means with respect to Base
Rate Loans and Offshore Rate Loans, respectively, the
specified percent per annum therefor set forth in
SCHEDULE 2.02 corresponding to the applicable pricing
level determined in accordance therewith.

          "ARIZONA" means Giant Industries Arizona,
Inc., an Arizona corporation.

          "ARRANGER" means NationsBanc Montgomery
Securities, LLC.

          "ASSIGNEE" has the meaning specified in
SUBSECTION 11.08(a).

          "ATTORNEY COSTS" means and includes all
reasonable fees and disbursements of any law firm or
other external counsel, the allocated cost of internal
legal services and all disbursements of internal
counsel.

          "BANK" has the meaning specified in the
introductory clause hereto. References to the "Banks"
shall include Bank of America, including in its capacity
as Issuing Bank; for purposes of clarification only, to
the extent that Bank of America may have any rights or
obligations in addition to those of the Banks due to its
status as Issuing Bank, its status as such will be
specifically referenced.

          "BANK OF AMERICA" means Bank of America
National Trust and Savings Association, a national
banking association.

          "BANKRUPTCY CODE" means the Federal Bankruptcy
Reform Act of 1978 (11 U.S.C. S.S. 101, et seq.).

          "BASE RATE" means, for any day, the higher of: 
(a)  0.50% per annum above the latest Federal Funds
Rate; and (b)  the rate of interest in effect for such
day as publicly announced from time to time by Bank of
America in San Francisco, California, as its "reference
rate."  (The "reference rate" is a rate set by Bank of
America based upon various factors including Bank of
America's costs and desired return, general economic
conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at,
above, or below such announced rate.)  Any change in the
reference rate announced by Bank of America shall take
effect at the opening of business on the day specified
in the public announcement of such change.

          "BASE RATE LOAN" means a Revolving Loan, or an
L/C Advance, that bears interest based on the Base Rate.

          "BLOOMFIELD REFINERY" means the refinery owned
by San Juan Refining Company, and operated by Giant
Industries Arizona, Inc., located in or near Farmington,
New Mexico.

          "BNY INDENTURE" means that certain Indenture
dated August 26, 1997, between the Company, as Issuer,
The Bank of New York, as Trustee, and others evidenced
by the BNY Subordinated Notes.

          "BNY SUBORDINATED NOTES" means the
$150,000,000 9% Senior Subordinated Notes due 2007
issued by the Company under the BNY Indenture.

          "BORROWING" means a borrowing hereunder
consisting of Revolving Loans of the same Interest Rate
Type made to the Company on the same day by the Banks
under Article II, and, other than in the case of Base
Rate Loans, having the same Interest Period.

          "BORROWING BASE" means the amount calculated
monthly pursuant to SECTION 2.07(a) based upon
information contained in the Borrowing Base Report.

          "Borrowing Base Report" means that report
delivered monthly by the Company to the Administrative
Agent in form of Exhibit "H" hereto.

          "BORROWING DATE" means any date on which a
Borrowing occurs under Article II.

          "BUSINESS DAY" means any day other than a
Saturday, Sunday or other day on which commercial banks
in Scottsdale, Arizona or San Francisco, California are
authorized or required by law to close and, if the
applicable Business Day relates to any Offshore Rate
Loan, means such a day on which dealings are carried on
in the applicable offshore dollar interbank market.

          "CAPITAL ADEQUACY REGULATION" means any
guideline, request or directive of any central bank or
other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in
each case, regarding capital adequacy of any bank or of
any corporation controlling a bank.

          "CAPITAL EXPENDITURES" shall mean, for any
period, expenditures (including, without limitation, the
aggregate amount of Capital Lease Obligations incurred
during such period) made by the Company or any of its
Consolidated Subsidiaries to acquire or construct fixed
assets, plant and equipment (including renewals,
improvements and replacements) during such period
computed in accordance with GAAP.

          "CAPITAL LEASE" means a capital lease as
determined in accordance with GAAP.

          "CAPITAL LEASE OBLIGATIONS" shall mean, for
any Person, all obligations of such Person to pay rent
or other amounts under a lease of (or other agreement
conveying the right to use) Property to the extent such
obligations are required to be classified and accounted
for as a capital lease on a balance sheet of such Person
under GAAP (including Statement of Financial Accounting
Standards No. 13 of the Financial Accounting Standards
Board), and, for purposes of this Agreement, the amount
of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP (including
such Statement No. 13).

          "Capitalization Ratio" means, at any time, the
ratio of Consolidated Funded Indebtedness to
Consolidated Total Capitalization.

          "CASH COLLATERALIZE" means to pledge and
deposit with or deliver to the Administrative Agent, for
the benefit of the Administrative Agent, the Issuing
Bank and the Banks, as collateral for the L/C
Obligations, cash or deposit account balances pursuant
to documentation in form and substance satisfactory to
the Administrative Agent and the Issuing Bank (which
documents are hereby consented to by the Banks). 
Derivatives of such term shall have corresponding
meanings. 

          "CASH EQUIVALENTS" means:  (a) securities
issued or fully guaranteed or insured by the United
States Government or any agency thereof and backed by
the full faith and credit of the United States having
maturities of not more than twelve (12) months from the
date of acquisition; (b) certificates of deposit, time
deposits, Eurodollar time deposits, or bankers'
acceptances having in each case a tenor of not more than
twelve (12) months from the date of acquisition issued
by any U.S. commercial bank or any branch or agency of a
non-U.S. commercial bank licensed to conduct business in
the U.S. having combined capital and surplus of not less
than Five Hundred Million Dollars ($500,000,000) whose
long term securities are rated at least A (or then
equivalent grade) by S&P and A2 (or then equivalent
grade) by Moody's at the time of acquisition; (c)
commercial paper of an issuer rated at least A-1 by S&P
or P-1 by Moody's at the time of acquisition, and in
either case having a tenor of not more than twelve (12)
months; (d) debt securities which are registered under
the Securities Act of 1933, as amended (the "Securities
Act") (and not "restricted securities" in the Company's
hands as defined in Rule 144 under the Securities Act),
or adjustable rate preferred stock traded on a national
securities exchange and issued by a corporation duly
incorporated under the laws of a state of the United
States, or issued by any state, county or municipality
located in the United States of America, provided,
however, that such debt securities are rated A2 by
Moody's and A or better by S&P at the time of
acquisition, and such debt securities have a maturity
not in excess of twelve (12) months from the date of
creation thereof; (e) repurchase agreements with a term
of not more than seven days for underlying securities of
the types described in clauses (a) and (b) above; and
(f) money market mutual or similar funds having assets
in excess of $100,000,000.

          "CHANGE OF CONTROL" means (a) a purchase or
acquisition, directly or indirectly, by any "person" or
"group" within the meaning of SECTION 13(d)(3) and
14(d)(2) of the Securities and Exchange Act of 1934 (a
"Group"), of "beneficial ownership" (as such term is
defined in Rule 13d-3 under the Exchange Act) of
securities of the Company which, together with any
securities owned beneficially by any "affiliates" or
"associates" of such Group (as such terms are defined in
Rule 12b-2 under the Exchange Act), shall represent more
than fifty percent (50%) of the combined voting power of
the Company's securities which are entitled to vote
generally in the election of directors and which are
outstanding on the date immediately prior to the date of
such purchase or acquisition; or (b) a sale of all or
substantially all of the assets of the Company and its
Subsidiaries taken as a whole to any Person or Group; or
(c) the liquidation or dissolution of the Company; or
(d) the first day on which a majority of the Board of
Directors of the Company are not Continuing Directors
(as herein defined). As herein defined, "Continuing
Directors" means any member of the Board of Directors of
the Company who (x) is a member of such Board of
Directors as of the date of this Agreement or (y) was
nominated for election or elected to such Board of
Directors with the affirmative vote of two-thirds of the
Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.

          "CINIZA" means Ciniza Production Company, a
New Mexico corporation.

          "CINIZA REFINERY" means the refinery owned and
operated by Giant Industries Arizona, Inc. located in or
near Gallup, New Mexico.

          "CLOSING DATE" means the date on which all
conditions precedent set forth in SECTION 5.01 and 5.02
are satisfied or waived by all Banks (or, in the case of
Subsection 5.01(f), waived by the Person entitled to
receive such payment).

          "CODE" means the Internal Revenue Code of
1986, and regulations promulgated thereunder.

          "COLLATERAL" means all property and interests
in property and proceeds thereof now owned or hereafter
acquired by the Company or any Guarantor and their
respective Subsidiaries in or upon which a Lien now or
hereafter exists in favor of the Banks, or the
Administrative Agent on behalf of the Banks, whether
under this Agreement or under any other documents
executed by any such Person and delivered to the
Administrative Agent or the Banks.

          "COLLATERAL DOCUMENTS" means, collectively,
(i) the Security Agreement, and all other security
agreements, mortgages, deeds of trust, patent and
trademark assignments, lease assignments, guarantees and
other similar agreements between the Company or any
Subsidiary or any Guarantor and the Banks or the
Administrative Agent for the benefit of the Banks now or
hereafter delivered to the Banks or the Administrative
Agent pursuant to or in connection with the transactions
contemplated hereby, and all financing statements (or
comparable documents now or hereafter filed in
accordance with the Uniform Commercial Code or
comparable law) against the Company or any Subsidiary or
any Guarantor as debtor in favor of the Banks or the
Administrative Agent for the benefit of the Banks as
secured party, and (ii) any amendments, supplements,
modifications, renewals, replacements, consolidations,
substitutions and extensions of any of the foregoing.

          "COMMITMENT" as to each Bank has the meaning
specified in SECTION 2.01.

          "COMMITMENT FEE" has the meaning set forth in
Subsection 2.09(b).

          "COMMODITY SWAP" means any commodity swap,
commodity option or commodity forward contract
(including any option to enter into any of the
foregoing).

          "COMPLIANCE CERTIFICATE" means a certificate
substantially in the form of Exhibit "C". 

          "CONSOLIDATED EBITDA" means, for the relevant
period, the sum of: (a) the Consolidated Net Income for
such period, (b) Consolidated Interest Expense, (c) all
taxes measured by income to the extent included in the
determination of such Consolidated Net Income, (d) all
amounts treated as expenses for depreciation and the
amortization of intangibles of any kind for such period
to the extent included in the determination of such
Consolidated Net Income for the relevant period, and (e)
any interest income to the extent not included in the
determination of such Consolidated Net Income for the
relevant period. For purposes hereof, "Consolidated
EBITDA" shall include, for any calculation period that
includes any of the specified fiscal quarters, the
applicable amounts set forth in Schedule 1.01A
(representing EBIDTA attributed to the assets acquired
in the DeGuelle and Kaibab acquisitions for the
specified fiscal quarters).

          "CONSOLIDATED FUNDED INDEBTEDNESS" means, for
the Company and its Consolidated Subsidiaries, at any
time, without duplication, the sum of:  (a) liability
for borrowed money or for the deferred purchase price of
property or services (other than trade payables incurred
in the ordinary course of business on ordinary terms),
(b) obligations under Capital Leases and other "off-
balance sheet" leases (including Synthetic Leases),
excluding operating leases (other than Synthetic Leases)
incurred in the ordinary course of business, capitalized
as though they all were capital leases, (c) obligations
to redeem or purchase any stock or other equity security
of the Company or a Subsidiary, and (d) any guaranty
obligations in respect of any of the foregoing.

          "CONSOLIDATED INTEREST EXPENSE" means for the
relevant period, for the Company and its Consolidated
Subsidiaries, without duplication, the sum of: (a) all
interest in respect of Indebtedness and all imputed
interest with respect to Capital Leases accrued or
capitalized during such period (whether or not actually
paid during such period and including fees payable in
respect of letters of credit and bankers' acceptances),
(b) the net amount payable (or minus the net amount
receivable) under all Swap Contracts (other than
Commodity Swaps) during such period (whether or not
actually paid or received during such period), and (c)
all dividends paid, declared or otherwise accrued in
respect of preferred stock.

          "CONSOLIDATED NET INCOME" means, for any
period, the net income (or net loss) of the Company and
its Consolidated Subsidiaries for such period determined
in accordance with GAAP.

          "CONSOLIDATED NET WORTH" means, at any date,
an amount equal to the consolidated stockholders' equity
of the Company and its Consolidated Subsidiaries
determined in accordance with GAAP determined as of such
date.

          "CONSOLIDATED SUBSIDIARIES" means, at any
date, any Subsidiary the accounts of which, in
accordance with GAAP, would be consolidated with those
of the Company in its consolidated financial statements
if such statements were prepared as of such date.

          "CONSOLIDATED TANGIBLE NET WORTH" means
Consolidated Net Worth, minus the net book value of all
assets of the Company and its Consolidated Subsidiaries
(after deducting any reserves applicable thereto) which
would be shown as intangible assets on a consolidated
balance sheet of the Company and its Consolidated
Subsidiaries prepared as of such time in accordance with
GAAP.

          "CONSOLIDATED TOTAL CAPITALIZATION" means, at
any time, the sum of (a) Consolidated Funded
Indebtedness and (b) Consolidated Net Worth for such
period.

          "CONTINGENT OBLIGATION" means, as to any
Person without duplication, any direct or indirect
liability of that Person with or without recourse, (a)
with respect to any Indebtedness, lease, dividend,
letter of credit or other similar obligation (the
"primary obligations") of another Person (the "primary
obligor"), including any obligation of that Person (i)
to purchase, repurchase or otherwise acquire such
primary obligations or any security therefor, (ii) to
advance or provide funds for the payment or discharge of
any such primary obligation, or to maintain working
capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency or any
balance sheet item, level of income or financial
condition of the primary obligor, (iii) to purchase
property, securities or services primarily for the
purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make
payment of such primary obligation, or (iv) otherwise to
assure or hold harmless the holder of any such primary
obligation against loss in respect thereof (each, a
"Guaranty Obligation"); (b) with respect to any Surety
Instrument (other than any Letter of Credit) issued for
the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or
payments; (c) to purchase any materials, supplies or
other property from, or to obtain the services of,
another Person if the relevant contract or other related
document or obligation requires that payment for such
materials, supplies or other property, or for such
services, shall be made regardless of whether delivery
of such materials, supplies or other property is ever
made or tendered, or such services are ever performed or
tendered, or (d) in respect of any Swap Contract. The
amount of any Contingent Obligation shall, in the case
of Guaranty Obligations, be deemed equal to the maximum
stated or determinable amount of the primary obligation
in respect of which such Guaranty Obligation is made or,
if not stated or if indeterminable, the maximum
reasonably anticipated liability in respect thereof, and
in the case of other Contingent Obligations, shall be
equal to the maximum reasonably anticipated liability in
respect thereof.

          "CONTRACTUAL OBLIGATION" means, as to any
Person, any provision of any security issued by such
Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument,
document or agreement to which such Person is a party or
by which it or any of its property is bound.

          "CONVERSION/CONTINUATION DATE" means any date
on which, under SECTION 2.04, the Company (a) converts
Loans of one Interest Rate Type to another Interest Rate
Type, or (b) continues as Loans of the same Interest
Rate Type, but with a new Interest Period, Loans having
Interest Periods expiring on such date.

          "CREDIT EXTENSION" means and includes (a) the
making of any Revolving Loans hereunder, and (b) the
Issuance of any Letters of Credit hereunder (including
the Existing Bank of America Letters of Credit).

          "DEFAULT" means any event or circumstance
which, with the giving of notice, the lapse of time, or
both, would (if not cured or otherwise remedied during
such time) constitute an Event of Default.

          "DEFAULT RATE" has the meaning set forth in
Subsection 2.08(c)(iii).

          "DOLLARS", "DOLLARS" and "$" each mean lawful
money of the United States.

          "EFFECTIVE AMOUNT" means (i) with respect to
any Revolving Loans on any date, the aggregate
outstanding principal amount thereof after giving effect
to any Borrowings and prepayments or repayments of
Revolving Loans occurring on such date under such
facility; and (ii) with respect to any outstanding L/C
Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any
Issuances of Letters of Credit occurring on such date
and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of
any reimbursements of drawings under any Letters of
Credit or any reductions in the maximum amount available
for drawing under Letters of Credit taking effect on
such date. 

          "ELIGIBLE ACCOUNT OBLIGOR"  shall mean, on any
date, any Person obligated to pay a Receivable (i) that
is not the Company, a Subsidiary or Affiliate of the
Company; (ii) that has not filed for, and is not
currently the object of, a proceeding relating to its
bankruptcy, insolvency, reorganization, winding-up or
composition or reorganization of debts; (iii) that is in
good standing with the Company and its Subsidiaries and
satisfies all applicable credit standards of the Company
and its Subsidiaries; and (iv) for which not more than
50% of the aggregate value of the Receivables of such
Account Obligor have not been paid by the date 30 days
after the respective due dates therefor.

          "ELIGIBLE ACCOUNTS RECEIVABLE" shall mean, on
any date, all Receivables denominated in Dollars payable
by Eligible Account Obligors except:  (i) billed
Receivables that have not been paid by the date 30 days
after the respective due dates therefor; (ii) any
Receivable subject to any asserted defense, dispute,
claim, offset or counterclaim, provided that, if any
such defense, dispute, claim, offset or counterclaim is
asserted with respect to such Receivable in an amount
equal to a sum certain, then such Receivable shall be an
Eligible Account Receivable to the extent the face
amount thereof exceeds such sum certain; (iii) all such
Receivables subject to any repurchase or return
arrangement; (iv) Receivables of each Eligible Account
Obligor to the extent that the Receivables of such
Eligible Account Obligor exceed 10% of all Receivables;
(v) all Receivables that are payable by their terms more
than 30 days from the respective invoice dates therefor,
(vi) any Receivable in which the Banks do not have a
valid and perfected first priority security interest
(vii) any Receivable of a Subsidiary with respect to
which any event described in Subsection 9.01(f) or (g)
shall have occurred and be continuing, (viii) Accounts
with respect to which the account debtor is not a Person
resident in the United States; (x) Accounts with respect
to which goods have been placed on consignment,
guaranteed sale or other terms by reason of which the
payment by the account debtor may be conditional; (xi)
accounts not denominated in United States dollars; (xii)
Accounts with respect to which an invoice has not been
sent prior to the date of any Borrowing Base Report in
which such Account is included for purposes of
calculation of the Borrowing Base; and (xiii) Accounts
that are otherwise identified as unsatisfactory to the
Administrative Agent or the Majority Banks using
reasonable business judgment.

          "ELIGIBLE ASSIGNEE" means (i) a commercial
bank, insurance company or other institution organized
under the laws of the United States, or any state
thereof, and having a combined capital and surplus of at
least $100,000,000; (ii) a commercial bank, insurance
company or other institution organized under the laws of
any other country which is a member of the Organization
for Economic Cooperation and Development (the "OECD"),
or a political subdivision of any such country, and
having a combined capital and surplus of at least
$100,000,000, provided that such bank, insurance company
or other institution is acting through a branch or
agency located in the United States; and (iii) a Person
with a combined capital and surplus of at least
$100,000,000 that is primarily engaged in the business
of commercial lending and that is (A) a Subsidiary of a
Bank, (B) a Subsidiary of a Person of which a Bank is a
Subsidiary, or (C) a Person of which a Bank is a
Subsidiary.

          "ELIGIBLE REFINERY HYDROCARBON INVENTORY"
means, at any date, the aggregate value therefor on a
FIFO basis calculated in accordance with GAAP of all
readily marketable, saleable and useful Feedstocks,
Intermediate Products and Refined Products (excluding
(a) any and all Feedstocks, Intermediate Products and
Refined Products in which the Banks do not have a valid
and perfected first priority security interest, subject
only to Permitted Liens, (b) any and all Feedstocks,
Intermediate Products and Refined Products located on
leased premises (other than Refined Product at leased
service stations and travel centers operated by the
Company or one of its Subsidiaries), or held by a bailee
or otherwise subject to any third party interest, with
respect to which any landlord's waiver or other third
party agreement requested by Secured Party or the
Majority Banks shall not have been furnished, and (c)
Feedstocks, Intermediate Products and Refined Products
of any Subsidiary with respect to which any event
described in Subsection 9.01 (f) or (g) shall have
occurred and be continuing), owned by the Company and
its Subsidiaries (other than "inactive" Subsidiaries) in
field production tanks, storage tanks and lines
(including line fills but excluding basic sediment and
water and slop oil), stored at the Bloomfield Refinery,
the Ciniza Refinery, the Company's or its Subsidiaries'
bulk plants, service stations and travel centers
(excluding cardlocks), the Albuquerque Terminal, the
Flagstaff Terminal and other Refined Products terminals
owned or leased by the Company or its Subsidiaries, or
at such other locations as may be approved from time to
time by the Majority Banks, provided, however, that such
Feedstocks, Intermediate Products and Refined Products
are not obsolete, unsalable, damaged or otherwise unfit
for sale or further processing in the ordinary course of
business or otherwise unsatisfactory to the
Administrative Agent or the Majority Banks using
reasonable business judgment. 

          "ENVIRONMENTAL CLAIMS" means all material
claims by any Governmental Authority or other Person
alleging potential liability or responsibility for
violation of any Environmental Law, or for release or
injury to the environment.

          "ENVIRONMENTAL LAWS" means all material
federal, state or local laws, statutes, common law
duties, rules, regulations, ordinances and codes,
together with all material administrative orders,
directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental,
health, and safety.

          "ERISA" means the Employee Retirement Income
Security Act of 1974, and regulations promulgated
thereunder.

          "ERISA AFFILIATE" means any trade or business
(whether or not incorporated) under common control with
the Company within the meaning of SECTION 414(b) or (c)
of the Code (and SECTIONs 414(m) and (o) of the Code for
purposes of provisions relating to SECTION 412 of the
Code).

          "ERISA EVENT" means (a) a Reportable Event
with respect to a Pension Plan; (b) a withdrawal by the
Company or any ERISA Affiliate from a Pension Plan
subject to SECTION 4063 of ERISA during a plan year in
which it was a substantial employer (as defined in
SECTION 4001(a)(2) of ERISA) or a cessation of
operations which is treated as such a withdrawal under
SECTION 4062(e) of ERISA; (c) a complete or partial
withdrawal by the Company or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the filing of a notice of
intent to terminate (other than pursuant to SECTION
4041(b) of ERISA), the treatment of a Plan amendment as
a termination under SECTION 4041(c) or 4041A of ERISA,
or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) an
event or condition which might reasonably be expected to
constitute grounds under SECTION 4042 of ERISA for the
termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or
(f) the imposition of any material liability under Title
IV of ERISA, other than PBGC premiums due but not
delinquent under SECTION 4007 of ERISA, upon the Company
or any ERISA Affiliate.

          "EURODOLLAR RESERVE PERCENTAGE" has the
meaning specified in the definition of "Offshore Rate".

          "EVENT OF DEFAULT" means any of the events or
circumstances specified in SECTION 9.01.

          "EXCHANGE ACT" means the Securities and
Exchange Act of 1934, and regulations promulgated
thereunder.

          "EXECUTION DATE" means the date specified on
the cover page hereof.

          "EXISTING BANK OF AMERICA LETTERS OF CREDIT"
means the letters of credit described in Schedule 3.03.

          "EXPLORATION" means Giant Exploration &
Production Company, a Texas corporation.

          "FDIC" means the Federal Deposit Insurance
Corporation, and any Governmental Authority succeeding
to any of its principal functions.

          "FEDERAL FUNDS RATE" means, for any day, the
rate set forth in the weekly statistical release
designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York
(including any such successor, "H.15(519)") on the
preceding Business Day opposite the caption "Federal
Funds (Effective)"; or, if for any relevant day such
rate is not so published on any such preceding Business
Day, the rate for such day will be the arithmetic mean
as determined by the Administrative Agent of the rates
for the last transaction in overnight Federal funds
arranged prior to 9:00 a.m. (New York, New York time) on
that day by each of three leading brokers of Federal
funds transactions in New York, New York selected by the
Administrative Agent.

          "FEE LETTER" has the meaning specified in
Subsection 2.09(a).

          "FEEDSTOCKS" means all crude oil, natural gas
liquids, other hydrocarbons valued at the lower of cost
or market crude oil prices and ethanol valued at the
lower of cost or market, in so far as such Feedstocks
are used or useful as fuel or in the manufacture,
processing, refining, or blending of Intermediate
Products and Refined Products at the Bloomfield or
Ciniza Refineries.

          "FLAGSTAFF TERMINAL" means the terminal
currently under construction in or near Flagstaff,
Arizona, to be owned and operated by Giant Industries
Arizona, Inc.

          "FRB" means the Board of Governors of the
Federal Reserve System, and any Governmental Authority
succeeding to any of its principal functions.

          "FRONTING FEE" has the meaning set forth in
SECTION 3.08(b).

          "GAAP" means generally accepted accounting
principles set forth from time to time in the opinions
and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public
Accountants and statements and pronouncements of the
Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority
within the U.S. accounting profession), which are
applicable to the circumstances as of the date of
determination.

          "GOVERNMENTAL AUTHORITY" means any nation or
government, any state or other political subdivision
thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising
executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled,
through stock or capital ownership or otherwise, by any
of the foregoing.

          "GUARANTOR" means as of the date of Closing
each of (a) Giant Industries Arizona, Inc., an Arizona
corporation, Giant Exploration & Production Company, a
Texas corporation, Giant Four Corners, Inc., an Arizona
corporation, Ciniza Production Company, a New Mexico
corporation, San Juan Refining Company, a New Mexico
corporation, DeGuelle Oil Company, a Colorado
corporation, Giant Mid-Continent, Inc., an Arizona
corporation, Giant Stop-N-Go of New Mexico, Inc., a New
Mexico corporation, and Phoenix Fuel Co., Inc., an
Arizona corporation, and (b) any other Subsidiary of the
Company which is required to execute a Guaranty under
SECTION 7.12.

          "GUARANTY" means collectively each of the
Guarantees substantially in the form of Exhibit "G"
hereto executed by each of the Guarantors in favor of
the Administrative Agent and the Banks, as they may be
amended, supplemented or otherwise modified from time to
time.

          "GUARANTY OBLIGATION" has the meaning
specified in the definition of "Contingent Obligation."

          "HAZARDOUS MATERIALS" means all those
substances that are regulated by, or which may form the
basis of liability under, any Environmental Law,
including any substance identified under any
Environmental Law as a pollutant, contaminant, hazardous
waste, hazardous constituent, special waste, hazardous
substance, hazardous material, or toxic substance, or
petroleum or petroleum derived substance or waste.

          "HIGHEST LAWFUL RATE" means, as of a
particular date, the maximum nonusurious interest rate
that may under applicable federal and state law then be
contracted for, charged or received by the Banks in
connection with the Advances.

          "HONOR DATE" has the meaning specified in
Subsection 3.03(c).

          "INDEBTEDNESS" of any Person means, without
duplication, (a) all indebtedness for borrowed money;
(b) all obligations issued, undertaken or assumed as the
deferred purchase price of property or services (other
than trade payables entered into in the ordinary course
of business on ordinary terms); (c) all non-contingent
reimbursement or payment obligations with respect to
Surety Instruments; (d) all obligations evidenced by
notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in
connection with the acquisition of property, assets or
businesses; (e) all indebtedness created or arising
under any conditional sale or other title retention
agreement, or incurred as financing, in either case with
respect to property acquired by the Person (even though
the rights and remedies of the seller or bank under such
agreement in the event of default are limited to
repossession or sale of such property); (f) all
obligations with respect to Capital Leases and other
"off-balance sheet" leases (including Synthetic Leases),
excluding operating leases (other than Synthetic Leases)
incurred in the ordinary course of business; (g) all net
obligations with respect to Swap Contracts (other than
Commodity Swaps); (h) all indebtedness referred to in
clauses (a) through (g) above secured by (or for which
the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon
or in property (including accounts and contracts rights)
owned by such Person, even though such Person has not
assumed or become liable for the payment of such
Indebtedness; and (i) all Guaranty Obligations in
respect of indebtedness or obligations of others of the
kinds referred to in clauses (a) through (g) above.

          "INDEMNIFIED LIABILITIES" has the meaning
specified in SECTION 11.05.

          "INDEMNIFIED PERSON" has the meaning specified
in SECTION 11.05.

          "INDENTURES" means the BNY Indenture and the
NBD Indenture.

          "INDEPENDENT AUDITOR" has the meaning
specified in Subsection 7.01(a).

          "INSOLVENCY PROCEEDING" means (a) any case,
action or proceeding relating to bankruptcy,
reorganization, insolvency, liquidation, receivership,
dissolution, winding-up or relief of debtors, or (b) any
general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or
other, similar arrangement in respect of its creditors
generally or any substantial portion of its creditors;
undertaken under U.S. Federal, state or foreign law,
including the Bankruptcy Code.

          "INTEREST PAYMENT DATE" means, as to any Loan
other than a Base Rate Loan, the last day of each
Interest Period applicable to such Loan and, as to any
Base Rate Loan, the last Business Day of each calendar
quarter and each date such Loan is converted into
another Interest Rate Type of Loan, provided, however,
that if any Interest Period for an Offshore Rate Loan
exceeds three months, the date that falls three months
after the beginning of such Interest Period, and the
date that falls three months after each Interest Payment
Date thereafter for such Interest Period, is also an
Interest Payment Date.

          "INTEREST PERIOD" means, as to any Offshore
Rate Loan, the period commencing on the Borrowing Date
of such Loan or on the Conversion/Continuation Date on
which the Loan is converted into or continued as an
Offshore Rate Loan, and ending on the date one, two,
three or six months thereafter as selected by the
Company in its Notice of Borrowing or Notice of
Conversion/Continuation; provided that:  (i) if any
Interest Period would otherwise end on a day that is not
a Business Day, that Interest Period shall be extended
to the following Business Day unless, in the case of an
Offshore Rate Loan, the result of such extension would
be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on
the preceding Business Day; (ii) any Interest Period
pertaining to an Offshore Rate Loan that begins on the
last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall
end on the last Business Day of the calendar month at
the end of such Interest Period; and (iii) no Interest
Period for any Revolving Loan shall extend beyond the
Termination Date.

          "INTEREST RATE TYPE" means either the Base
Rate of interest or the Offshore Rate of interest
charged against any Loan or Loans hereunder.

          "INTERMEDIATE PRODUCTS" means all Feedstocks
that have been partially processed or refined as
isomerate, cat feed, gasoline components or naphtha and
valued at the lower of cost or market crude oil prices.

          "IRS" means the Internal Revenue Service, and
any Governmental Authority succeeding to any of its
principal functions under the Code.

          "ISSUANCE DATE" has the meaning specified in
Subsection 3.01(a).

          "ISSUE" means, with respect to any Letter of
Credit, to incorporate the Existing Bank of America
Letters of Credit into this Agreement, or to issue or to
extend the expiry of, or to renew or increase the amount
of, such Letter of Credit; and the terms "Issued,"
"Issuing" and "Issuance" have corresponding meanings.

          "ISSUING BANK" means Bank of America in its
capacity as issuer of one or more Letters of Credit
hereunder, together with any successor replacement
letter of credit issuer pursuant to SECTION 10.09, and
with respect to the Existing Bank of America Letters of
Credit which have been issued by Bank of America,
"Issuing Bank" means Bank of America.

          "L/C ADVANCE" means each Bank's participation
in any L/C Borrowing in accordance with its Pro Rata
Share.

          "L/C APPLICATION" and "L/C AMENDMENT
APPLICATION" means an application form for Issuance of,
or for amendment of, Letters of Credit as shall at any
time be in use at the Issuing Bank.

          "L/C BORROWING" means an extension of credit
resulting from a drawing under any Letter of Credit
which shall not have been reimbursed on the date when
made in accordance with Subsection 3.03(b) nor converted
into a Borrowing of Revolving Loans under Subsection
3.03(c).

          "L/C COMMITMENT" means the commitment of the
Issuing Bank to Issue, and the commitment of the Banks
severally to participate in, Letters of Credit
(including the Existing Bank of America Letters of
Credit) from time to time Issued or outstanding under
Article III, in an aggregate amount not to exceed on any
date the lesser of (a) the amount of $50,000,000 and (b)
the combined Commitments, as the same may be reduced as
a result of a reduction in the Commitments pursuant to
SECTION 2.06; provided that the L/C Commitment is a part
of the combined Commitments, rather than a separate,
independent commitment.

          "L/C OBLIGATIONS" means at any time the sum of
(a) the aggregate undrawn amount of all Letters of
Credit then outstanding, plus (b) the amount of all
unreimbursed drawings under all Letters of Credit,
including all outstanding L/C Borrowings.

          "L/C-RELATED DOCUMENTS" means the Letters of
Credit, the L/C Applications, the L/C Amendment
Applications and any other document relating to any
Letter of Credit, including any of the Issuing Bank's
standard form documents for letter of credit issuances.

          "LENDING OFFICE" means, as to any Bank, the
office or offices of such Bank specified as its "Lending
Office" or "Domestic Lending Office" or "Offshore
Lending Office", as the case may be, on Schedule 11.02,
or such other office or offices as such Bank may from
time to time notify the Company and the Administrative
Agent. 

          "LETTERS OF CREDIT" means the Existing Bank of
America Letters of Credit and any standby letters of
credit Issued by the Issuing Bank pursuant to Article
III.

          "LEVERAGE RATIO" means, as of any date, the
ratio of Consolidated Funded Indebtedness, as of the
last day of the fiscal quarter most recently then ended,
to Consolidated EBITDA, for the four fiscal quarters
most recently then ended. 

          "LIEN" means any security interest, mortgage,
deed of trust, pledge, hypothecation, assignment, charge
or deposit arrangement, encumbrance, lien (statutory or
other) or preferential arrangement of any kind or nature
whatsoever in respect of any property (including those
created by, arising under or evidenced by any
conditional sale or other title retention agreement, the
interest of a lessor under a Capital Lease, any
financing lease having substantially the same economic
effect as any of the foregoing, or the filing of any
financing statement naming the owner of the asset to
which such lien relates as debtor, under the Uniform
Commercial Code or any comparable law) and any
contingent or other agreement to provide any of the
foregoing, but not including the interest of a lessor
under an Operating Lease. 
 
          "LOAN" means an extension of credit by a Bank
to the Company under Article II or Article III in the
form of a Revolving Loan or L/C Advance.

          "LOAN DOCUMENTS" means this Agreement, the
Notes, the Guaranties, the Collateral Documents, the Fee
Letter, the L/C-Related Documents, and all other
documents contemplated hereby and executed in favor of
the Administrative Agent or any Bank.

          "MAJORITY BANKS" means at any time Banks then
holding at least 66-2/3% of the then aggregate unpaid
principal amount of the Loans, or, if no such principal
amount is then outstanding, Banks then having at least
66-2/3% of the Commitments.

          "MARGIN STOCK" means "margin stock" as such
term is defined in Regulation T, U  or X of the FRB. 

          "MATERIAL ADVERSE EFFECT" means (a) a material
adverse change in, or a material adverse effect upon,
the operations, business, properties, liabilities,
capitalization or financial condition of the Company and
its Subsidiaries taken as a whole; (b) a material
impairment of the ability of the Company or any
Significant Subsidiary to perform under any Loan
Document and to avoid any Event of Default; or (c) a
material adverse effect upon (i) the legality, validity,
binding effect or enforceability against the Company or
any Significant Subsidiary of any Loan Document or (ii)
the perfection or priority of any Lien granted under any
of the Collateral Documents.

          "MATERIAL LEASE" means any lease of real or
personal property (other than Capital Leases) as to
which the sum of the rental and other obligations
required to be paid during the relevant period exceeds
$2,500,000.

          "MATERIAL RENTS" means, with respect to any
period, the sum of the rental and other obligations
required to be paid during such period by the Company or
any Subsidiary as lessee under all Material Leases. 

          "MATERIAL SUBSIDIARY" means, at any time, a
Subsidiary with total assets with a book value of
$2,000,000 or more. 

          "MOODY'S" means Moody's Investor Service, Inc.

          "MULTIEMPLOYER PLAN" means a "multiemployer
plan", within the meaning of SECTION 4001(a)(3) of
ERISA, to which the Company or any ERISA Affiliate
makes, is making, or is obligated to make contributions
or, during the preceding three calendar years, has made,
or been obligated to make, contributions.

          "NBD INDENTURE" means that certain Indenture
dated November 29, 1993, between the Company, as Issuer,
NBD Bank, National Association (now "NBD Bank"), as
Trustee, and others evidenced by the NBD Subordinated
Notes.

          "NBD SUBORDINATED NOTES" means the
$100,000,000 9-3/4% Senior Subordinated Notes due 2003
issued by the Company under the NBD Indenture.

          "NOTE" means a promissory note executed by the
Company in favor of a Bank pursuant to SECTION 2.02 (b)
or SECTION 11.08(c), in substantially the form of
Exhibit F.

          "NOTICE OF BORROWING" means a notice in
substantially the form of Exhibit "A".

          "NOTICE OF CONVERSION/CONTINUATION" means a
notice in substantially the form of Exhibit "B".

          "OBLIGATIONS" means all advances, debts,
liabilities, obligations, covenants and duties arising
under any Loan Document owing by the Company to any
Bank, the Administrative Agent, or any Indemnified
Person, whether direct or indirect (including those
acquired by assignment), absolute or contingent, due or
to become due, now existing or hereafter arising.

          "OFFSHORE RATE" means, for any Interest
Period, with respect to Offshore Rate Loans comprising
part of the same Borrowing, the rate of interest per
annum (rounded upward to the next 1/16th of 1%)
determined by the Administrative Agent as follows:

     Offshore Rate =                LIBOR
                    ------------------------------------
                    1.00 - Eurodollar Reserve Percentage

     Where,

               "EURODOLLAR RESERVE PERCENTAGE"
     means for any day for any Interest Period
     the maximum reserve percentage (expressed
     as a decimal, rounded upward to the next
     1/100th of 1%) in effect on such day
     (whether or not applicable to any Bank)
     under regulations issued from time to time
     by the FRB for determining the maximum
     reserve requirement (including any
     emergency, supplemental or other marginal
     reserve requirement) with respect to
     Eurocurrency funding (currently referred
     to as "Eurocurrency liabilities"); and
     
               "LIBOR" means, for each day
     during any Interest Period, with respect
     to Offshore Rate Loans, the rate of
     interest per annum determined by the
     Administrative Agent to be the London
     interbank offered rate per annum at which
     deposits in Dollars appear on the Telerate
     Page 3750 (or any successor page) as of
     11:00 a.m. (London time), two (2) Business
     Days prior to (and for value on) the
     commencement of such Interest Period in an
     amount approximately equal to the amount
     of the Offshore Rate Loans of the Banks
     during such Interest Period and for a
     period of time comparable to such Interest
     Period, or in the event such offered rate
     is not available from the Telerate Page,
     then "LIBOR" shall be equal to the rate
     per annum determined by the Administrative
     Agent to be the average (rounded upwards
     to the next higher 1/100 of 1%) of the
     respective rates per annum shown on
     Reuter's Monitor Money Rates Service
     "LIBO" page at which deposits in dollars
     are offered in the London Interbank
     Eurocurrency Market at or about 11:00 a.m.
     (London time) two (2) Business Days prior
     to (and for value on) the commencement of
     an Interest Period in an amount
     approximately equal to the amount of the
     Offshore Rate Loans of the Banks during
     such Interest Period and for a period of
     time comparable to such Interest Period,
     and in the event neither such Telerate nor
     such Reuter's rate is available from such
     Telerate Page or such Reuter's Service,
     then "LIBOR" shall be equal to the rate of
     interest per annum determined by the
     Administrative Agent to be the arithmetic
     mean (rounded upward to the next 1/16th of
     1%) of the rates of interest per annum at
     which dollar deposits for such Interest
     Period and in an amount approximately
     equal to the amount of the Offshore Rate
     Loans of the Banks during such Interest
     Period would be offered by the
     Administrative Agent's applicable Lending
     Office to major banks in the London
     eurodollar market at or about 11:00 a.m.
     (London time) two (2) Business Days prior
     to the commencement of such Interest
     Period.

The Offshore Rate shall be adjusted automatically as to
all Offshore Rate Loans then outstanding as of the
effective date of any change in the Eurodollar Reserve
Percentage.

          "OFFSHORE RATE LOAN" means a Loan that bears
interest based on the Offshore Rate.

          "OPERATING LEASE" means an operating lease
determined in accordance with GAAP.

          "ORGANIZATION DOCUMENTS" means, for any
corporation, the certificate or articles of
incorporation, the bylaws, any certificate of
determination or instrument relating to the rights of
preferred shareholders of such corporation, any
shareholder rights agreement, and all applicable
resolutions of the board of directors (or any committee
thereof) of such corporation.

          "OTHER TAXES" means any present or future
stamp, court or documentary taxes or any other excise or
property taxes, charges or similar levies which arise
from any payment made hereunder or from the execution,
delivery, performance, enforcement or registration of,
or otherwise with respect to, this Agreement or any
other Loan Documents, excluding, in the case of each
Bank and the Administrative Agent, such taxes (including
income taxes or franchise taxes) as are imposed on or
measured by each Bank's net income by (i) any
jurisdiction (or any political subdivision thereof)
under the laws of which such Bank or the Administrative
Agent, as the case may be, is organized or maintains a
Lending Office or (ii) any jurisdiction (or political
subdivision thereof) in which such Bank or the
Administrative Agent, as the case may be, is "doing
business" (unless it would not be deemed to be "doing
business" in such jurisdiction absent the transactions
contemplated hereby).

          "PARTICIPANT" has the meaning specified in
Subsection 11.08(d).

          "PBGC" means the Pension Benefit Guaranty
Corporation, or any Governmental Authority succeeding to
any of its principal functions under ERISA.

          "PENSION PLAN" means a pension plan (as
defined in SECTION 3(2) of ERISA) subject to Title IV of
ERISA, other than a Multiemployer Plan, which the
Company or any of its Subsidiaries sponsors, maintains,
or to which it makes, is making, or is obligated to make
contributions, or in the case of a multiple employer
plan (as described in SECTION 4064(a) of ERISA) has made
contributions at any time during the immediately
preceding five (5) plan years.

          "PERMITTED LIENS" has the meaning set forth in
SECTION 8.01.

          "PERSON" means an individual, partnership,
corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association,
joint venture or Governmental Authority.

          "PHOENIX" means Phoenix Fuel Co., Inc., an
Arizona corporation.

          "PLAN" means an employee benefit plan (as
defined in SECTION 3(3) of ERISA) which is subject to
ERISA, other than a Multiemployer Plan, and which the
Company or any Subsidiary of the Company sponsors or
maintains or to which the Company or any Subsidiary of
the Company makes, is making, or is obligated to make
contributions and includes any Pension Plan.

          "PREFERRED ELIGIBLE ACCOUNT OBLIGOR" means
Eligible Accounts Receivables that are either (i) fully
supported by a standby letter of credit issued by a
commercial bank organized under the laws of the United
States having an "A2/A" rating or better by Moody's and
S&P respectively or (ii) the account debtor is a major
international oil or other company rated "A2/A" or
better by Moody's and S&P, respectively, or a Wholly
Owned Subsidiary of such company whose obligations are
guaranteed by such company as identified by the Company
on Schedule 1.01B hereof as may be amended from time to
time with the approval of the Majority Banks.

          "PRINCIPAL BUSINESS" means (i) the business of
the exploration for, and development, acquisition,
production, processing, marketing, refining, storage and
transportation of, hydrocarbons, (ii) any related energy
and natural resource business, (iii) any business
currently engaged in by the Company or its Subsidiaries,
(iv) convenience stores, retail service stations, truck
stops and other public accommodations in connection
therewith and (v) any activity or business that is a
reasonable extension, development or expansion of any of
the foregoing.

          "PRO RATA SHARE" means, as to any Bank at any
time, the percentage equivalent (expressed as a decimal,
rounded to the ninth decimal place) at such time of such
Bank's Commitment divided by the combined Commitments of
all Banks.

          "PURCHASE AGREEMENT" means the Purchase and
Sale Agreement dated as of August 8, 1995 among
Bloomfield Refining Company and Gary Williams Energy
Corporation, as Sellers, and Giant Industries Arizona,
Inc., as Buyer, as same may be amended, provided that if
amended in any material respect, the written consent of
the Majority Banks shall be required.

          "RECEIVABLES"  shall mean, as to the Company
or any of its Subsidiaries (other than "inactive"
Subsidiaries), all accounts receivable, whether billed
or unbilled, arising out of the sale of inventory in the
ordinary course of business.

          "REFINED PRODUCTS" means all gasoline, diesel,
aviation fuel, fuel oil, propane, ethanol, transmix and
other products processed, refined or blended from
Feedstocks and Intermediate Products valued at the lower
of cost or market prices.

          "REGULATION U" and "REGULATION X" means
Regulation U and Regulation X, respectively, of the
Board of Governors of the Federal Reserve System from
time to time in effect and shall include any successor
or other regulations or official interpretations of said
Board of Governors relating to the subject matter
addressed therein.

          "REPORTABLE EVENT" means, any of the events
set forth in SECTION 4043(b) of ERISA or the regulations
thereunder, other than any such event for which the 30-
day notice requirement under ERISA has been waived in
regulations issued by the PBGC.

          "REQUIREMENT OF LAW" means, as to any Person,
any law (statutory or common), treaty, rule or
regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or
binding upon the Person or any of its property or to
which the Person or any of its property is subject,
including without limitation Environmental Laws.

          "RESPONSIBLE OFFICER" means the chief
financial officer or the treasurer of the Company.

          "REVOLVING LOAN" has the meaning specified in
SECTION 2.01.

          "RISK PARTICIPATION FEE" has the meaning set
forth in Subsection 3.08(a).

          "S&P" means Standard & Poor's Ratings Group, a
Division of McGraw-Hill, Inc., a New York corporation.

          "SAN JUAN" means San Juan Refining Company, a
New Mexico corporation.

          "SEC" means the Securities and Exchange
Commission, or any Governmental Authority succeeding to
any of its principal functions.

          "SECURITY AGREEMENT" means collectively each
of the Security Agreements substantially in the form of
Exhibit I hereto executed by the Company and each of its
Subsidiaries in favor of the Administrative Agent and
the Banks, as they may be amended, supplemented or
otherwise modified from time to time.

          "SIGNIFICANT SUBSIDIARY" means (a) Arizona,
(b) San Juan, (c) Phoenix, or (d) any other Subsidiary
of the Company having total assets at or immediately
prior to the time in question with a book value of
$10,000,000 or more.

          "SOLVENT" means, as to any Person at any time,
that (a) the fair value of all of the property of such
Person is greater than the amount of such Person's
liabilities (including disputed, contingent and
unliquidated liabilities) as such value is established
and liabilities evaluated for purposes of SECTION
101(32) of the Bankruptcy Code; (b) the present fair
saleable value of all of the property of such Person is
not less than the amount that will be required to pay
the probable liability of such Person on its debts as
they become absolute and matured; (c) such Person does
not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person's ability to pay
as such debts and liabilities mature; and (d) such
Person is not engaged in business or a transaction, and
is not about to engage in business or a transaction, for
which such Person's property would constitute
unreasonably small capital.

          "SPECIFIED SWAP CONTRACTS" means all Swap
Contracts made or entered into at any time, or in effect
at any time, whether directly or indirectly, and whether
as a result of assignment or transfer or otherwise,
between the Company or any Subsidiary of the Company and
any Swap Provider, which Swap Contract is or was
intended by the Company to have been entered into, in
part or entirely, for purposes of mitigating interest
rate or currency exchange risk relating to any
liabilities owed or credit facilities in effect and not
for the purposes of financing, speculation or taking a
"market view" (which intent shall conclusively be deemed
to exist if the Company so represents to the Swap
Provider in writing) and as to which the final scheduled
payment by the Company or its Subsidiary is not later
than the Termination Date.

          "SUBORDINATED NOTES" means (i) the NBD
Subordinated Notes issued under the NBD Indenture, (ii)
the BNY Subordinated Notes issued under the BNY
Indenture and (iii) such other notes as may be issued
from time to time by the Company after the Execution
Date which have been subordinated on terms and
conditions satisfactory to the Administrative Agent and
the Majority Banks, in their sole discretion, to all
other Indebtedness of the Company to the Administrative
Agent and the Banks, whether now existing or hereafter
incurred. Notes shall not be considered "Subordinated
Notes" unless and until the Administrative Agent shall 
have received copies of the documentation evidencing or 
relating to such notes evidencing the terms and conditions 
of subordination required by the Administrative Agent and
the Majority Banks.

          "SUBSIDIARY" of a Person means any
corporation, association, partnership, limited liability
company, joint venture or other business entity of which
more than 50% of the voting stock, membership interests
or other equity interests (in the case of Persons other
than corporations), is owned or controlled directly or
indirectly by the Person, or one or more of the
Subsidiaries of the Person, or a combination thereof. 
Unless the context otherwise clearly requires,
references herein to a "Subsidiary" refer to a
Subsidiary of the Company.

          "SUPPLEMENTAL GUARANTY" means an agreement, in
substantially the form attached to the Guaranty,
pursuant to which the Person executing the same elects
to become a Guarantor for purposes of the Credit
Agreement and agrees to perform all of the obligations
of a Guarantor under, and to be bound in all respects by
the terms of, the Guaranty, as if said Person were a
signatory party thereto.

          "SURETY INSTRUMENTS" means all letters of
credit (including standby), banker's acceptances, bank
guaranties, shipside bonds, surety bonds and similar
instruments.

          "SWAP CONTRACT" means any agreement (including
any master agreement and any agreement, whether or not
in writing, relating to any single transaction) that is
an interest rate swap agreement, basis swap, forward
rate agreement, commodity swap, commodity option,
commodity forward contracts, equity or equity index swap
or option, bond option, interest rate option, forward
foreign exchange agreement, rate cap, collar or floor
agreement, currency swap agreement, cross-currency rate
swap agreement, swap option, currency option or any
other, similar agreement (including any option to enter
into any of the foregoing).

          "SWAP PROVIDER" means any Bank or any
Affiliate of any Bank that is at the time of
determination party to a Swap Contract with the Company
or any Subsidiary of the Company.

          "SYNTHETIC LEASE" means a financing
arrangement that is treated as a lease for financial
accounting purposes and as a loan for tax purposes. For
the purposes hereof, the FFCA Lease (as defined in
Schedule 8.05) shall be deemed and treated herein as a
"Synthetic Lease," notwithstanding its nature or
treatment for financial accounting, tax or other
purposes.

          "TAXES" means any and all present or future
taxes, levies, assessments, imposts, duties, deductions,
fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case
of each Bank and the Administrative Agent, such taxes
(including income taxes or franchise taxes) as are
imposed on or measured by each Bank's net income by (i)
any jurisdiction (or any political subdivision thereof)
under the laws of which such Bank or the Administrative
Agent, as the case may be, is organized or maintains a
Lending Office or (ii) any jurisdiction (or political
subdivision thereof) in which such Bank or the
Administrative Agent, as the case may be, is "doing
business" (unless it would not be deemed to be "doing
business" in such jurisdiction absent the transactions
contemplated hereby).

          "TERMINATION DATE" means the earlier of (a)
December 23, 2001 or (b) the date on which the
Commitments terminate in accordance with the provisions
of this Agreement.

          "UNFUNDED PENSION LIABILITY" means the excess
of a Plan's benefit liabilities under SECTION
4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the
assumptions used for funding the Pension Plan pursuant
to SECTION 412 of the Code for the applicable plan year.

          "UNITED STATES" and "U.S." each means the
United States of America.

          "WHOLLY-OWNED SUBSIDIARY" means any
corporation in which (other than directors' qualifying
shares required by law) 100% of the capital stock of
each class having ordinary voting power at the time as
of which any determination is being made, is owned,
beneficially and of record, by the Company, or by one or
more of the other Wholly-Owned Subsidiaries, or both.

          "YEAR 2000 PROBLEM" means the inability of
computers, as well as embedded microchips in non-
computing devices, to perform properly date-sensitive
functions after December 31, 1999.

     1.02     OTHER INTERPRETIVE PROVISIONS. The 
meanings of defined terms are equally applicable
to the singular and plural forms of the defined terms. 
Unless otherwise specified or the context clearly
requires otherwise, the words "hereof", "herein",
"hereunder" and similar words refer to this Agreement as
a whole and not to any particular provision of this
Agreement; and subsection, SECTION, Schedule and Exhibit
references are to this Agreement. The term "documents"
includes any and all instruments, documents, agreements,
certificates, indentures, notices and other writings,
however evidenced. The term "including" is not limiting
and means "including without limitation."  In the
computation of periods of time from a specified date to
a later specified date, the word "from" means "from and
including"; the words "to" and "until" each mean "to but
excluding", and the word "through" means "to and
including."  Unless otherwise expressly provided herein,
(i) references to agreements (including this Agreement)
and other contractual instruments shall be deemed to
include all subsequent amendments and other
modifications thereto, but only to the extent such
amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to
any statute or regulation are to be construed as
including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or
interpreting the statute or regulation. The captions
and headings of this Agreement are for convenience of
reference only and shall not affect the interpretation
of this Agreement. This Agreement and other Loan
Documents may use several different limitations, tests
or measurements to regulate the same or similar matters. 
All such limitations, tests and measurements are
cumulative and shall each be performed in accordance
with their terms. This Agreement and the other Loan
Documents are the result of negotiations among and have
been reviewed by counsel to the Administrative Agent,
the Company and the other parties, and are the products
of all parties. Accordingly, they shall not be
construed against the Banks or the Administrative Agent
merely because of the Administrative Agent's or Banks'
involvement in their preparation.

     1.03     ACCOUNTING PRINCIPLES.

          (a)     Unless the context otherwise clearly
requires, all accounting terms not expressly defined
herein shall be construed, and all financial
computations required under this Agreement shall be
made, in accordance with GAAP, consistently applied. 
References to "consolidated", when it precedes any
accounting term, means such term as it would apply to
the Company and its Subsidiaries on a consolidated
basis, determined in accordance with GAAP.

          (b)     References herein to "fiscal year" and
"fiscal quarter" refer to such fiscal periods of the
Company.

                       ARTICLE II

                      THE CREDITS

     2.01     AMOUNTS AND TERMS OF COMMITMENTS. Each
Bank severally agrees, on the terms and conditions set
forth herein, to make Loans to the Company (each such
loan, a "Revolving Loan") from time to time on any
Business Day during the period from the Closing Date to
the Termination Date, in an aggregate amount not to
exceed at any time outstanding the lesser of the
following:  (i) the amount set forth on Schedule 2.01
(such amount, as the same may be reduced under SECTION
2.05 or as a result of one or more assignments under
SECTION 11.08, the Bank's "Commitment") and (ii) the
Bank's Pro Rata Share of the current Borrowing Base;
provided, however, that, after giving effect to any
Borrowing of Revolving Loans, the Effective Amount of
all outstanding Revolving Loans, together with the
Effective Amount of all L/C Obligations, shall not at
any time exceed the combined Commitments of all of the
Banks. Within the limits of each Bank's Commitment, and
subject to the other terms and conditions of this
Agreement, the Company may borrow under this SECTION
2.01, prepay under SECTION 2.06 and reborrow under this
SECTION 2.01.

     2.02     LOAN ACCOUNTS. (a)  The Loans made by 
each Bank shall be evidenced by one or more loan accounts 
or records maintained by such Bank in the ordinary course
of business. The loan accounts or records maintained by
the Administrative Agent and each Bank shall be conclusive 
absent manifest error of the amount of the Loans made by 
the Banks to the Company and the interest and payments 
thereon. Any failure so to record or any error in doing 
so shall not, however, limit or otherwise affect the 
obligation of the Company hereunder to pay any amount 
owing with respect to the Loans.

          (b)     Upon the request of any Bank made
through the Administrative Agent, the Loans made by such
Bank may be evidenced by one or more Notes, instead of
or in addition to loan accounts. Each such Bank shall
endorse on the schedules annexed to its Note(s) the
date, amount and maturity of each Loan made by it and
the amount of each payment of principal made by the
Company with respect thereto. Each such Bank is
irrevocably authorized by the Company to endorse its
Note(s) and each Bank's record shall be conclusive
absent manifest error; provided, however, that the
failure of a Bank to make, or an error in making, a
notation thereon with respect to any Loan shall not
limit or otherwise affect the obligations of the Company
hereunder or under any such Note to such Bank.

     2.03     PROCEDURE FOR BORROWING.

          (a)     Each Borrowing of Revolving Loans
shall be made upon the Company's irrevocable written
notice delivered to the Administrative Agent in the form
of a Notice of Borrowing (which notice must be received
by the Administrative Agent prior to 9:00 a.m. (San
Francisco, California time) (i) three Business Days
prior to the requested Borrowing Date, in the case of
Offshore Rate Loans; and (ii) one Business Day prior to
the requested Borrowing Date, in the case of Base Rate
Loans, specifying: (A)  the amount of the Borrowing,
which shall be in an aggregate minimum amount of
$2,000,000 or any multiple of $1,000,000 in excess
thereof; (B) the requested Borrowing Date, which shall
be a Business Day; (C) the Interest Rate Type of Loans
comprising the Borrowing; and (D) the duration of the
Interest Period applicable to such Loans included in
such notice. If the Notice of Borrowing fails to
specify the duration of the Interest Period for any
Borrowing comprised of Offshore Rate Loans, such
Interest Period shall be three months.

          (b)     The Administrative Agent will promptly
notify each Bank of its receipt of any Notice of
Borrowing and of the amount of such Bank's Pro Rata
Share of that Borrowing.

          (c)     Each Bank will make the amount of its
Pro Rata Share of each Borrowing available to the
Administrative Agent for the account of the Company at
the Administrative Agent's Payment Office by 11:00 a.m.
(San Francisco, California time) on the Borrowing Date
requested by the Company in funds immediately available
to the Administrative Agent. The proceeds of all such
Loans will then be made available to the Company by the
Administrative Agent by wire transfer in accordance with
written instructions provided to the Administrative
Agent by the Company of like funds as received by the
Administrative Agent.

          (d)     After giving effect to any Borrowing,
there may not be more than seven (7) different Interest
Periods in effect.

     2.04     CONVERSION AND CONTINUATION ELECTIONS.

          (a)     The Company may, upon irrevocable
written notice to the Administrative Agent in accordance
with Subsection 2.04(b):  (i) elect, as of any Business
Day, in the case of Base Rate Loans, or as of the last
day of the applicable Interest Period, in the case of
Offshore Rate Loans, to convert any such Loans (or any
part thereof in an amount not less than $2,000,000, or
that is in an integral multiple of $1,000,000 in excess
thereof) into Loans of any other Interest Rate Type; or
(ii) elect as of the last day of the applicable Interest
Period, to continue any Revolving Loans having Interest
Periods expiring on such day (or any part thereof in an
amount not less than $2,000,000, or that is in an
integral multiple of $1,000,000 in excess thereof);
provided, that if at any time the aggregate amount of
Offshore Rate Loans in respect of any Borrowing is
reduced, by payment, prepayment, or conversion of part
thereof to be less than $2,000,000, such Offshore Rate
Loans shall automatically convert into Base Rate Loans,
and on and after such date the right of the Company to
continue such Loans as, and convert such Loans into,
Offshore Rate Loans shall terminate.

          (b)     The Company shall deliver a Notice of
Conversion/Continuation to be received by the
Administrative Agent not later than 9:00 a.m. (San
Francisco, California time) at least (i) three Business
Days in advance of the Conversion/Continuation Date, if
the Loans are to be converted into or continued as
Offshore Rate Loans; and (ii) one Business Day in
advance of the Conversion/Continuation Date, if the
Loans are to be converted into Base Rate Loans,
specifying: (A) the proposed Conversion/Continuation
Date; (B) the aggregate amount of Loans to be converted
or continued; (C) the Interest Rate Type of Loans
resulting from the proposed conversion or continuation;
and (D) other than in the case of conversions into Base
Rate Loans, the duration of the requested Interest
Period.

          (c)     If upon the expiration of any Interest
Period applicable to Offshore Rate Loans, the Company
has failed to select timely a new Interest Period to be
applicable to Offshore Rate Loans, or if any Default or
Event of Default then exists, the Company shall be
deemed to have elected to convert such Offshore Rate
Loans into Base Rate Loans effective as of the
expiration date of such Interest Period.

          (d)     The Administrative Agent will promptly
notify each Bank of its receipt of a Notice of
Conversion/Continuation, or, if no timely notice is
provided by the Company, the Administrative Agent will
promptly notify each Bank of the details of any
automatic conversion. All conversions and continuations
shall be made ratably according to the respective
outstanding principal amounts of the Loans with respect
to which the notice was given held by each Bank.

          (e)     Unless the Majority Banks otherwise
agree, during the existence of a Default or Event of
Default, the Company may not elect to have a Loan
converted into or continued as an Offshore Rate Loan.

          (f)     After giving effect to any conversion
or continuation of Loans, there may not be more than
seven (7) different Interest Periods in effect.

          2.05     TERMINATION OR REDUCTION OF COMMITMENTS.
     
          (a)     Voluntary Termination or Reduction.
The Company may, upon not less than five Business Days'
prior notice to the Administrative Agent, terminate the
Commitments, or permanently reduce the Commitments (and,
correspondingly, as applicable, the L/C Commitment) by
an aggregate minimum amount of $2,000,000.00 or any
multiple of $1,000,000.00 in excess thereof; unless,
after giving effect thereto and to any prepayments of
Loans made on the effective date thereof, (i) the
Effective Amount of all Revolving Loans and L/C
Obligations together would exceed the amount of the
combined Commitments then in effect, or (ii) the
Effective Amount of all L/C Obligations then outstanding
would exceed the amount of the L/C Commitment then in
effect. Once reduced in accordance with this subsection,
the Commitments may not be increased.
          
          (b)     ADDITIONAL PROVISIONS. Each reduction
in aggregate Commitments pursuant to paragraph (a) above
shall be applied to each Bank according to its Pro Rata
Share. All accrued Commitment Fees on the amount of the
Commitments so terminated or reduced, Letter of Credit
Fees, and Fronting Fees to, but not including, the
effective date of any reduction or termination of
Commitments, shall be paid by the Company on the
effective date of such reduction or termination.

     2.06     OPTIONAL PREPAYMENTS. 
Subject to SECTION 4.04, the Company may, at any time
or from time to time, upon irrevocable notice to the
Administrative Agent, not less than three (3) Business
Days, for Offshore Rate Loans and one (1) Business Day
for Base Rate Loans, ratably as to each Bank, prepay
Loans in whole or in part, in minimum amounts of
$2,000,000 or any multiple of $1,000,000 in excess
thereof. Such notice of prepayment shall specify the
date and amount of such prepayment and the Interest Rate
Type(s) of Loans to be prepaid. The Administrative
Agent will promptly notify each Bank of its receipt of
any such notice, and of such Bank's Pro Rata Share of
such prepayment. If such notice is given by the
Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and
payable on the date specified therein, together with
accrued interest to each such date on the amount prepaid
and any amounts required pursuant to SECTION 4.04. 

     2.07     BORROWING BASE DETERMINATIONS, MANDATORY
PREPAYMENTS OF LOANS.

          (a)     The Borrowing Base shall be determined
monthly on the last day of each month until the
Termination Date and shall be equal to the sum of (i)
eighty percent (80%) of Eligible Refinery Hydrocarbon
Inventory (except for Eligible Refinery Hydrocarbon
Inventory at the Company's and its Subsidiaries' service
stations and travel centers), plus (ii) fifty percent
(50%) of Eligible Refinery Hydrocarbon Inventory at the
Company's and its Subsidiaries' service stations and
travel centers, plus (iii) ninety percent (90%) of
Eligible Accounts Receivable from Preferred Account
Obligors plus (iv) eighty-five percent (85%) of Eligible
Accounts Receivable from Eligible Account Obligors other
than Preferred Eligible Account Obligors. 

          (b)     If on any date the Effective Amount of
all Revolving Loans and the Effective Amount of all L/C
Obligations together exceed the Borrowing Base, the
Company shall, without notice or demand, prepay the
outstanding principal amount of the Revolving Loans by
an amount equal to the applicable excess ("Mandatory
Prepayment"). Subject to SECTION 4.04, if on any date
after giving effect to any Mandatory Prepayment made on
such date pursuant to the preceding sentence the
Effective Amount of all L/C Obligations together exceed
the Borrowing Base, the Company shall immediately Cash
Collateralize on such date the outstanding Letters of
Credit in an amount equal to the amount by which the
Effective Amount of the L/C Obligations exceeds the
Borrowing Base.

     2.08     REPAYMENT.

          (a)     PRINCIPAL. The Company shall repay to
the Banks the aggregate principal amount of Loans
outstanding on the Termination Date.

          (b)     INTEREST.

               (i)     Subject to clause (iii)
     of this subsection 2.08(b), each Revolving
     Loan shall bear interest on the
     outstanding principal amount thereof from
     the applicable Borrowing Date at a rate
     per annum equal to the lesser of (a) the
     Offshore Rate or the Base Rate, as the
     case may be, as selected by the Company or
     otherwise applicable to such Revolving
     Loan in accordance with the terms and
     provisions hereof (subject to the
     Company's right to convert to other
     Interest Rate Types of Loans under SECTION
     2.04), plus the Applicable Margin, or (b)
     the Highest Lawful Rate.
     
               (ii)     Interest on each
     Revolving Loan shall be paid in arrears on
     each Interest Payment Date. Interest
     shall also be paid on the date of any
     prepayment of Loans under SECTION 2.06 or
     2.07 for the portion of the Loans so
     prepaid and upon payment (including
     prepayment) in full thereof and, during
     the existence of any Event of Default,
     interest shall be paid on demand of the
     Administrative Agent at the request or
     with the consent of the Majority Banks.
     
               (iii)     Notwithstanding clause
     (i) of this subsection 2.08(b), while any
     Event of Default exists or after
     acceleration, the Company shall pay
     interest (after as well as before entry of
     judgment thereon to the extent permitted
     by law) on the principal amount of all
     outstanding Loans, at a rate per annum
     equal to the lesser of (x) the Highest
     Lawful Rate and (y) the per annum rate
     equal to the rate set forth in clause (i)
     of this subsection 2.08(b) plus two
     percent (2%) per annum.

     2.09     FEES. In addition to certain fees
described in SECTION 3.08:

          (a)     ARRANGEMENT, AGENCY FEES. The Company
shall pay an arrangement fee to the Arranger for the
Arranger's own account, and shall pay an agency fee to
the Administrative Agent for the Administrative Agent's
own account, as required by the letter agreement ("Fee
Letter") between the Company and the Arranger and
Administrative Agent dated October 27, 1998.

          (b)     COMMITMENT FEES. The Company 
shall pay to the Administrative Agent for
the account of each Bank a commitment fee (the
"Commitment Fee") on the average daily unused portion of
such Bank's Commitment, computed on a quarterly basis in
arrears on the last Business Day of each calendar
quarter based upon the daily utilization for that
quarter as calculated by the Administrative Agent, equal
to the percent per annum set forth in Schedule 2.02
corresponding to the applicable pricing level determined
in accordance therewith. For purposes of calculating
utilization under this subsection, the Commitments shall
be deemed used to the extent of the Effective Amount of
Revolving Loans then outstanding, plus the Effective
Amount of L/C Obligations then outstanding. Such
Commitment Fee shall accrue from the Execution Date to
the Termination Date and shall be due and payable
quarterly in arrears on the last Business Day of each
quarter commencing on December 31, 1998 through the
Termination Date, with the final payment to be made on
the Termination Date; provided that, in connection with
any reduction or termination of Commitments under
SECTION 2.05, the accrued Commitment Fee calculated for
the period ending on such date shall also be paid on the
date of such reduction or termination, with the
following quarterly payment being calculated on the
basis of the period from such reduction or termination
date to such quarterly payment date. The Commitment Fee
provided in this subsection shall accrue at all times
after the above-mentioned commencement date, including
at any time during which one or more conditions in
Article V are not met.

     2.10     COMPUTATION OF FEES AND INTEREST.

          (a)     All computations of interest for Base
Rate Loans when the Base Rate is determined by Bank of
America's "reference rate" shall be made on the basis of
a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more interest
being paid than if computed on the basis of a 365-day
year). Interest and fees shall accrue during each
period during which interest or such fees are computed
from the first day thereof to the last day thereof.

          (b)     Each determination of an interest rate
by the Administrative Agent shall be conclusive and
binding on the Company and the Banks in the absence of
manifest error. 

     2.11     PAYMENTS BY THE COMPANY.

          (a)     All payments to be made by the Company
shall be made without set-off, recoupment or
counterclaim. Except as otherwise expressly provided
herein, all payments by the Company shall be made to the
Administrative Agent for the account of the Banks at the
Administrative Agent's Payment Office, and shall be made
in dollars and in immediately available funds, no later
than 11:00 a.m. (San Francisco, California time) on the
date specified herein. The Administrative Agent will
promptly distribute to each Bank its Pro Rata Share (or
other applicable share as expressly provided herein) of
such payment in like funds as received. Any payment
received by the Administrative Agent later than 11:00
a.m. (San Francisco, California time) shall be deemed to
have been received on the following Business Day and any
applicable interest or fee shall continue to accrue.

          (b)     Subject to the provisions set forth in
the definition of "Interest Period" herein, whenever any
payment is due on a day other than a Business Day, such
payment shall be made on the following Business Day, and
such extension of time shall in such case be included in
the computation of interest or fees, as the case may be.

          (c)     Unless the Administrative Agent
receives notice from the Company prior to the date on
which any payment is due to the Banks that the Company
will not make such payment in full as and when required,
the Administrative Agent may assume that the Company has
made such payment in full to the Administrative Agent on
such date in immediately available funds and the
Administrative Agent may (but shall not be so required),
in reliance upon such assumption, distribute to each
Bank on such due date an amount equal to the amount then
due such Bank. If and to the extent the Company has not
made such payment in full to the Administrative Agent,
each Bank shall repay to the Administrative Agent on
demand such amount distributed to such Bank, together
with interest thereon at the Federal Funds Rate for each
day from the date such amount is distributed to such
Bank until the date repaid.

     2.12     PAYMENTS BY THE BANKS TO THE
ADMINISTRATIVE AGENT.

          (a)     Unless the Administrative Agent
receives notice from a Bank on or prior to the Execution
Date or, with respect to any Borrowing after the
Execution Date, at least one Business Day prior to the
date of such Borrowing, that such Bank will not make
available as and when required hereunder to the
Administrative Agent for the account of the Company the
amount of that Bank's Pro Rata Share of the Borrowing,
the Administrative Agent may assume that each Bank has
made such amount available to the Administrative Agent
in immediately available funds on the Borrowing Date and
the Administrative Agent may (but shall not be so
required), in reliance upon such assumption, make
available to the Company on such date a corresponding
amount. If and to the extent any Bank shall not have
made its full amount available to the Administrative
Agent in immediately available funds and the
Administrative Agent in such circumstances has made
available to the Company such amount, that Bank shall on
the Business Day following such Borrowing Date make such
amount available to the Administrative Agent, together
with interest at the Federal Funds Rate for each day
during such period. A notice of the Administrative
Agent submitted to any Bank with respect to amounts
owing under this subsection (a) shall be conclusive,
absent manifest error. If such amount is so made
available, such payment to the Administrative Agent
shall constitute such Bank's Loan on the date of
Borrowing for all purposes of this Agreement. If such
amount is not made available to the Administrative Agent
on the Business Day following the Borrowing Date, the
Administrative Agent will notify the Company of such
failure to fund and, upon demand by the Administrative
Agent, the Company shall pay such amount to the
Administrative Agent for the Administrative Agent's
account, together with interest thereon for each day
elapsed since the date of such Borrowing, at a rate per
annum equal to the interest rate applicable at the time
to the Loans comprising such Borrowing.

          (b)     The failure of any Bank to make any
Loan on any Borrowing Date shall not relieve any other
Bank of any obligation hereunder to make a Loan on such
Borrowing Date, but no Bank shall be responsible for the
failure of any other Bank to make the Loan to be made by
such other Bank on any Borrowing Date.

     2.13     SHARING OF PAYMENTS, ETC. If, other 
than as expressly provided elsewhere herein,
any Bank shall obtain on account of the Loans made by it
any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in
excess of its Pro Rata Share, such Bank shall
immediately (a) notify the Administrative Agent of such
fact, and (b) purchase from the other Banks such
participations in the Loans made by them as shall be
necessary to cause such purchasing Bank to share the
excess payment pro rata with each of them; provided,
however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing
Bank, such purchase shall to that extent be rescinded
and each other Bank shall repay to the purchasing Bank
the purchase price paid therefor, together with an
amount equal to such paying Bank's ratable share
(according to the proportion of (i) the amount of such
paying Bank's required repayment to (ii) the total
amount so recovered from the purchasing Bank) of any
interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so
recovered. The Company agrees that any Bank so
purchasing a participation from another Bank may, to the
fullest extent permitted by law, exercise all its rights
of payment (including the right of set-off, but subject
to SECTION 11.10) with respect to such participation as
fully as if such Bank were the direct creditor of the
Company in the amount of such participation. The
Administrative Agent will keep records (which shall be
conclusive and binding in the absence of manifest error)
of participations purchased under this SECTION and will
in each case notify the Banks following any such
purchases or repayments.

     2.14     SECURITY AND GUARANTY. (a)  All
obligations of the Company and the Guarantors under this
Agreement, the Notes, the Guaranty and all other Loan
Documents shall be secured, pro rata with the Specified
Swap Contracts, in accordance with the Collateral
Documents. The Company agrees that, at any time upon
the request of the Administrative Agent (acting pursuant
to the instructions of the Majority Banks), it shall,
and shall cause each of its Subsidiaries to, enter into
a cash collateral agreement in form and substance
satisfactory to the Administrative Agent and the
Majority Banks, pursuant to which all proceeds of
accounts and other collateral shall be deposited
directly, and, at the election of the Majority Banks,
all account debtors shall be directed to make payments
directly, to the Administrative Agent, the proceeds
deposited to such account, following receipt of good
funds, to be credited to the Company's general operating
account with the Administrative Agent in the absence of
any Default or Event of Default.

          (b)     All obligations of the Company under
this Agreement, each of the Notes and all other Loan
Documents shall be unconditionally guaranteed by the
Guarantors pursuant to the Guaranty.

                      ARTICLE III

                 THE LETTERS OF CREDIT

     3.01     THE LETTER OF CREDIT FACILITY.

          (a)     On the terms and conditions set forth
herein (i) the Issuing Bank agrees, (A) from time to
time on any Business Day during the period from the
Execution Date to the Termination Date to issue Letters
of Credit for the account of the Company, and to amend
or renew Letters of Credit previously issued by it, in
accordance with Subsections 3.02(c) and 3.02(e), and (B)
to honor drafts under the Letters of Credit; and (ii)
the Banks severally agree to participate in Letters of
Credit Issued for the account of the Company; provided,
that the Issuing Bank shall not be obligated to Issue,
and no Bank shall be obligated to participate in, any
Letter of Credit if, as of the date of Issuance of such
Letter of Credit (the "Issuance Date"), after giving
effect to such Issuance, (1) the Effective Amount of all
L/C Obligations plus the Effective Amount of all
Revolving Loans would exceed the lesser of (x) the
combined Commitments and (y) the Borrowing Base, or (2)
the Effective Amount of the L/C Obligations would exceed
the L/C Commitment. Within the foregoing limits, and
subject to the other terms and conditions hereof, the
Company's ability to obtain Letters of Credit shall be
fully revolving, and, accordingly, the Company may,
during the foregoing period, obtain Letters of Credit to
replace Letters of Credit which have expired or which
have been drawn upon and reimbursed.

          (b)     The Issuing Bank is under no
obligation to Issue any Letter of Credit if: (i) any
order, judgment or decree of any Governmental Authority
or arbitrator shall by its terms purport to enjoin or
restrain the Issuing Bank from Issuing such Letter of
Credit, or any Requirement of Law applicable to the
Issuing Bank or any request or directive (whether or not
having the force of law) from any Governmental Authority
with jurisdiction over the Issuing Bank shall prohibit,
or request that the Issuing Bank refrain from, the
Issuance of letters of credit generally or such Letter
of Credit in particular or shall impose upon the Issuing
Bank with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which
the Issuing Bank is not otherwise compensated hereunder)
not in effect on the Execution Date, or shall impose
upon the Issuing Bank any unreimbursed loss, cost or
expense which was not applicable on the Execution Date
and which the Issuing Bank in good faith deems material
to it; (ii) the Issuing Bank has received written notice
from any Bank, the Administrative Agent or the Company,
on or prior to the Business Day prior to the requested
date of Issuance of such Letter of Credit, that one or
more of the applicable conditions contained in Article V
is not then satisfied; (iii) the expiry date of any
requested Letter of Credit is (A) more than 360 days
after the date of Issuance, unless the Issuing Bank and
the Majority Banks have approved such expiry date in
writing, or (B) after the Termination Date, unless all
of the Banks have approved such expiry date in writing;
(iv) the expiry date of any requested Letter of Credit
is prior to the maturity date of any financial
obligation to be supported by the requested Letter of
Credit; (v) any requested Letter of Credit does not
provide for drafts, or is not otherwise in form and
substance acceptable to the Issuing Bank, or the
Issuance of a Letter of Credit shall violate any
applicable policies of the Issuing Bank; (vi) any Letter
of Credit is for the purpose of supporting the issuance
of any letter of credit by any other Person; or (vii) if
such Letter of Credit is issued to support workmen's
compensation liabilities and the face amount is more
than $1,000,000.

     3.02     ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS
OF CREDIT.

          (a)     Each Letter of Credit shall be issued
two (2) Business Days after receipt by the Issuing Bank
(if received by the Issuing Bank no later than 10:00
a.m. Chicago time) of an irrevocable written request
from the Company (with a copy sent by the Company to the
Administrative Agent) or such shorter time as the
Issuing Bank may agree in a particular instance in its
sole discretion. Each such request for issuance of a
Letter of Credit shall be by facsimile, confirmed
immediately in an original writing, in the form of an
L/C Application, and shall specify in form and detail
satisfactory to the Issuing Bank such matters as the
Issuing Bank may require.

          (b)     At least two Business Days prior to
the Issuance of any Letter of Credit, the Issuing Bank
will confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has
received a copy of the L/C Application or L/C Amendment
Application from the Company and, if the Administrative
Agent has not received such copy, the Issuing Bank will
provide the Administrative Agent with a copy thereof. 
Unless the Issuing Bank has received notice on or before
the Business Day immediately preceding the date the
Issuing Bank is to issue a requested Letter of Credit
from the Administrative Agent (A) directing the Issuing
Bank not to issue such Letter of Credit because such
issuance is not then permitted under Subsection 3.01(b);
or (B) that one or more conditions specified in Article
V are not then satisfied; then, subject to the terms and
conditions hereof, the Issuing Bank shall, on the
requested date, issue a Letter of Credit for the account
of the Company in accordance with the Issuing Bank's
usual and customary business practices.

          (c)     From time to time while a Letter of
Credit is outstanding and prior to the Termination Date,
the Issuing Bank will, upon the written request of the
Company received by the Issuing Bank (with a copy sent
by the Company to the Administrative Agent) at or before
10:00 a.m. Chicago Time at least two (2) Business Days
(or such shorter time as the Issuing Bank may agree in a
particular instance in its sole discretion), amend any
Letter of Credit issued by it. Each such request for
amendment of a Letter of Credit shall be made by
facsimile, confirmed immediately in an original writing,
and made in such form as the Issuing Bank may require. 
The Issuing Bank shall be under no obligation to amend
any Letter of Credit if:  (A) the Issuing Bank would
have no obligation at such time to issue such Letter of
Credit in its amended form under the terms of this
Agreement; or (B) the beneficiary of any such Letter of
Credit does not accept the proposed amendment to the
Letter of Credit. 

          (d)     Upon receipt of notice from the
Issuing Bank, the Administrative Agent will promptly
notify the Banks of the Issuance of a Letter of Credit
and any amendment thereto.

          (e)     If any outstanding Letter of Credit
shall provide that it shall be automatically renewed
unless the beneficiary thereof receives notice from the
Issuing Bank that such Letter of Credit shall not be
renewed, the Issuing Bank shall be permitted to allow
such Letter of Credit to renew, and the Company and the
Banks hereby authorize such renewal. The Issuing Bank
shall not be obligated to allow such Letter of Credit to
renew if the Issuing Bank would have no obligation at
such time to issue or amend such Letter of Credit under
the terms of this Agreement.

          (f)     The Issuing Bank may, at its election
(or as required by the Administrative Agent at the
direction of the Majority Banks), deliver any notices of
termination or other communications to any Letter of
Credit beneficiary, and take any other action as
necessary or appropriate, at any time and from time to
time, in order to cause the expiry date of such Letter
of Credit to be a date not later than the Termination
Date.

          (g)     This Agreement shall control in the
event of any conflict with any L/C-Related Document
(other than any Letter of Credit).

          (h)     The Issuing Bank will also deliver to
the Administrative Agent, concurrently or promptly
following its delivery of a Letter of Credit, or
amendment to or renewal of a Letter of Credit, to an
advising bank or a beneficiary, a true and complete copy
of each such Letter of Credit or amendment to or renewal
of a Letter of Credit.

     3.03     EXISTING BANK OF AMERICA LETTERS OF
CREDIT, RISK PARTICIPATIONS, DRAWINGS AND
REIMBURSEMENTS.

          (a)     On and after the Execution Date, the
Existing Bank of America Letters of Credit shall be
deemed for all purposes, including for purposes of the
fees to be collected pursuant to Subsections 3.08(a) and
3.08(c), and reimbursement of costs and expenses to the
extent provided herein, Letters of Credit outstanding
under this Agreement and entitled to the benefits of
this Agreement and the other Loan Documents, and shall
be governed by the applications and agreements
pertaining thereto and by this Agreement. Each Bank
shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing
Bank on the Execution Date a participation in each such
Letter of Credit and each drawing thereunder in an
amount equal to the product of (i) such Bank's Pro Rata
Share times (ii) the maximum amount available to be
drawn under such Letter of Credit and the amount of such
drawing, respectively. For purposes of SECTION 2.01 and
Subsection 2.09(b), the Existing Bank of America Letters
of Credit shall be deemed to utilize pro rata the
Commitment of each Bank.

          (b)     Immediately upon the Issuance of each
Letter of Credit, each Bank shall be deemed to, and
hereby irrevocably and unconditionally agrees to,
purchase from the Issuing Bank a participation in such
Letter of Credit and each drawing thereunder in an
amount equal to the product of (i) the Pro Rata Share of
such Bank, times (ii) the maximum amount available to be
drawn under such Letter of Credit and the amount of such
drawing, respectively. For purposes of SECTION 2.01,
each Issuance of a Letter of Credit shall be deemed to
utilize the Commitment of each Bank by an amount equal
to the amount of such participation.

          (c)     In the event of any request for a
drawing under a Letter of Credit by the beneficiary
thereof, the Issuing Bank will promptly notify the
Company. The Company shall reimburse the Issuing Bank
prior to 10:00 a.m. (San Francisco, California time), on
each date that any amount is paid by the Issuing Bank
under any Letter of Credit (each such date, an "Honor
Date"), in an amount equal to the amount so paid by the
Issuing Bank. In the event the Company fails to
reimburse the Issuing Bank for the full amount of any
drawing under any Letter of Credit by 10:00 a.m. (San
Francisco, California time) on the Honor Date, the
Issuing Bank will promptly notify the Administrative
Agent and the Administrative Agent will promptly notify
each Bank thereof, and the Company shall be deemed to
have requested that Base Rate Loans be made by the Banks
to be disbursed on the Honor Date under such Letter of
Credit, subject to the amount of the unutilized portion
of the Commitments and subject to the conditions set
forth in Article V. Any notice given by the Issuing
Bank or the Administrative Agent pursuant to this
Subsection 3.03(c) may be oral if immediately confirmed
in writing (including by facsimile); provided that the
lack of such an immediate confirmation shall not affect
the conclusiveness or binding effect of such notice.

          (d)     Each Bank shall upon any notice
pursuant to Subsection 3.03(c) make available to the
Administrative Agent for the account of the relevant
Issuing Bank an amount in Dollars and in immediately
available funds equal to its Pro Rata Share of the
amount of the drawing, whereupon the participating Banks
shall (subject to Subsection 3.03(e)) each be deemed to
have made a Revolving Loan consisting of a Base Rate
Loan to the Company in that amount. If any Bank so
notified fails to make available to the Administrative
Agent for the account of the Issuing Bank the amount of
such Bank's Pro Rata Share of the amount of the drawing
by no later than 12:00 noon (San Francisco, California
time) on the Honor Date, then interest shall accrue on
such Bank's obligation to make such payment, from the
Honor Date to the date such Bank makes such payment, at
a rate per annum equal to the Federal Funds Rate in
effect from time to time during such period. The
Administrative Agent will promptly give notice to each
Bank of the occurrence of the Honor Date, but failure of
the Administrative Agent to give any such notice on the
Honor Date or in sufficient time to enable any Bank to
effect such payment on such date shall not relieve such
Bank from its obligations under this SECTION 3.03.

          (e)     With respect to any unreimbursed
drawing that is not converted into Revolving Loans
consisting of Base Rate Loans to the Company in whole or
in part, because of the Company's failure to satisfy the
conditions set forth in Article V or for any other
reason, the Company shall be deemed to have incurred
from the Issuing Bank an L/C Borrowing in the amount of
such drawing, which L/C Borrowing shall be due and
payable on demand (together with interest) and shall
bear interest at a rate per annum equal to the Base Rate
plus 2% per annum, and each Bank's payment to the
Issuing Bank pursuant to Subsection 3.03(d) shall be
deemed payment in respect of its participation in such
L/C Borrowing and shall constitute an L/C Advance from
such Bank in satisfaction of its participation
obligation under this SECTION 3.03.

          (f)     Each Bank's obligation in accordance
with this Agreement to make the Revolving Loans or L/C
Advances, as contemplated by this SECTION 3.03, as a
result of a drawing under a Letter of Credit, shall be
absolute and unconditional and without recourse to the
Issuing Bank and shall not be affected by any
circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank may
have against the Issuing Bank, the Company or any other
Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default, an Event of Default or a
Material Adverse Effect; or (iii) any other
circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing; provided, however,
that each Bank's obligation to make Revolving Loans
under this SECTION 3.03 is subject to the conditions set
forth in Article V.

     3.04     REPAYMENT OF PARTICIPATIONS.

          (a)     When the Administrative Agent receives
(and only if the Administrative Agent receives), for the
account of the Issuing Bank, immediately available funds
from the Company (i) in reimbursement of any payment
made by the Issuing Bank under the Letter of Credit with
respect to which any Bank has paid the Administrative
Agent for the account of the Issuing Bank for such
Bank's participation in the Letter of Credit pursuant to
SECTION 3.03 or (ii) in payment of interest thereon, the
Administrative Agent will pay to each Bank, in the same
funds as those received by the Administrative Agent for
the account of the Issuing Bank, the amount of such
Bank's Pro Rata Share of such funds, and the Issuing
Bank shall receive the amount of the Pro Rata Share of
such funds of any Bank that did not so pay the
Administrative Agent for the account of the Issuing
Bank.

          (b)     If the Administrative Agent or the
Issuing Bank is required at any time to return to the
Company, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding,
any portion of the payments made by the Company to the
Administrative Agent for the account of the Issuing Bank
pursuant to Subsection 3.04(a) in reimbursement of a
payment made under the Letter of Credit or interest or
fee thereon, each Bank shall, on demand of the
Administrative Agent, forthwith return to the
Administrative Agent or the Issuing Bank the amount of
its Pro Rata Share of any amounts so returned by the
Administrative Agent or the Issuing Bank plus interest
thereon from the date such demand is made to the date
such amounts are returned by such Bank to the
Administrative Agent or the Issuing Bank, at a rate per
annum equal to the Federal Funds Rate in effect from
time to time.

     3.05     ROLE OF THE ISSUING BANK.

          (a)     Each Bank and the Company agree that,
in paying any drawing under a Letter of Credit, the
Issuing Bank shall not have any responsibility to obtain
any document (other than any sight draft, certificates
and other documents, if any, expressly required by the
Letter of Credit) or to ascertain or inquire as to the
validity or accuracy of any such document or the
authority of the Person executing or delivering any such
document. 

          (b)     No Agent-Related Person nor any of the
respective correspondents, participants or assignees of
the Issuing Bank shall be liable to any Bank for: (i)
any action taken or omitted in connection herewith at
the request or with the approval of the Banks (including
the Majority Banks, as applicable); (ii) any action
taken or omitted in the absence of gross negligence or
willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any L/C-
Related Document.

          (c)     The Company hereby assumes all risks
of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not
intended to, and shall not, preclude the Company's
pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other
agreement. No Agent-Related Person, nor any of the
respective correspondents, participants or assignees of
the Issuing Bank, shall be liable or responsible for any
of the matters described in clauses (i) through (vii) of
SECTION 3.06; provided, however, anything in such
clauses to the contrary notwithstanding, that the
Company may have a claim against the Issuing Bank, and
the Issuing Bank may be liable to the Company, to the
extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered
by the Company which the Company proves were caused by
the Issuing Bank's willful misconduct or gross
negligence in failing to pay under any Letter of Credit
after the presentation to it by the beneficiary of a
sight draft, certificate(s) and other documents, if any,
strictly complying with the terms and conditions of such
Letter of Credit. In furtherance and not in limitation
of the foregoing: (i) the Issuing Bank may accept
documents that appear on their face to be in order,
without responsibility for further investigation,
regardless of any notice or information to the contrary;
and (ii) the Issuing Bank shall not be responsible for
the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or
assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any
reason.

     3.06     OBLIGATIONS ABSOLUTE. The 
obligations of the Company under this Agreement
and any L/C-Related Document to reimburse the Issuing
Bank for a drawing under a Letter of Credit, and to
repay any L/C Borrowing and any drawing under a Letter
of Credit converted into Revolving Loans, shall be
unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement
and each such other L/C-Related Document under all
circumstances, including the following: (i) any lack of
validity or enforceability of this Agreement or any L/C-
Related Document; (ii) any change in the time, manner or
place of payment of, or in any other term of, all or any
of the obligations of the Company in respect of any
Letter of Credit or any other amendment or waiver of or
any consent to departure from all or any of the L/C-
Related Documents; (iii) the existence of any claim,
set-off, defense or other right that the Company may
have at any time against any beneficiary or any
transferee of any Letter of Credit (or any Person for
whom any such beneficiary or any such transferee may be
acting), the Issuing Bank or any other Person, whether
in connection with this Agreement, the transactions
contemplated hereby or by the L/C-Related Documents or
any unrelated transaction; (iv) any draft, demand,
certificate or other document presented under any Letter
of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any
document required in order to make a drawing under any
Letter of Credit; (v) any payment by the Issuing Bank
under any Letter of Credit against presentation of a
draft or certificate that does not strictly comply with
the terms of any Letter of Credit; or any payment made
by the Issuing Bank under any Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-
in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or
successor to any beneficiary or any transferee of any
Letter of Credit, including any arising in connection
with any Insolvency Proceeding; (vi) any exchange,
release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to
departure from any other guarantee, for all or any of
the obligations of the Company in respect of any Letter
of Credit; or (vii) any other circumstance or happening
whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a
discharge of, the Company or a guarantor.

     3.07     CASH COLLATERAL PLEDGE. Upon 
(i) the request of the Administrative Agent, (A)
if the Issuing Bank has honored any full or partial
drawing request on any Letter of Credit and such drawing
has resulted in an L/C Borrowing hereunder, or (B) if,
as of the Termination Date, any Letters of Credit may
for any reason remain outstanding and partially or
wholly undrawn, or (ii) the occurrence of the
circumstances described in Subsection 2.07(b) requiring
the Company to Cash Collateralize Letters of Credit,
then, the Company shall immediately Cash Collateralize
the L/C Obligations in an amount equal to the L/C
Obligations. 

     3.08     LETTER OF CREDIT FEES.

          (a)     The Company shall pay to the
Administrative Agent for the account of each of the
Banks a letter of credit fee (the "Risk Participation
Fee") with respect to the Letters of Credit equal to (i)
the percent per annum therefor specified in Schedule
2.02 corresponding to the applicable pricing level
determined in accordance therewith multiplied by (ii)
the average daily maximum amount available to be drawn
on the outstanding Letters of Credit, computed on a
quarterly basis in arrears on the last Business Day of
each calendar quarter based upon Letters of Credit
outstanding for that quarter as calculated by the
Administrative Agent. Such Risk Participation Fee shall
be due and payable quarterly in arrears on the last
Business Day of each calendar quarter during which
Letters of Credit are outstanding, commencing on the
first such quarterly date to occur after the Execution
Date, through the Termination Date (or such later date
upon which the outstanding Letters of Credit shall
expire), with the final payment to be made on the
Termination Date (or such later expiration date).

          (b)     The Company shall pay to the
Administrative Agent for the account of the Issuing Bank
a letter of credit fronting fee (the "Fronting Fee") for
each Letter of Credit Issued by the Issuing Bank equal
to .125% per annum of the average daily maximum amount
available to be drawn on the outstanding Letters of
Credit, computed on a quarterly basis in arrears on the
last Business Day of each calendar quarter based upon
Letters of Credit outstanding for that quarter.

          (c)     The Company shall pay to the Issuing
Bank from time to time on demand the normal issuance,
presentation, amendment and other processing fees, and
other standard costs and charges, of the Issuing Bank
relating to letters of credit as from time to time in
effect.

     3.09     CASH COLLATERALIZATION.

          (a)     If any Event of Default shall occur
and be continuing, the Company agrees that it shall on
the Business Day it receives notice from the
Administrative Agent, acting upon instructions of the
Majority Banks, deposit in an account (the "Cash
Collateral Account") held by the Administrative Agent,
for the benefit of the Banks, an amount in cash equal to
the Letter of Credit Obligations as of such date. Such
deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the
Obligations. The Administrative Agent shall have
exclusive dominion and control, including the exclusive
right of withdrawal, over such account. Cash collateral
shall be held in a blocked, non-interest bearing account
held by the Administrative Agent or any Affiliate of the
Administrative Agent upon such terms and in such type of
account as customary at that depository institution. 
The Company shall pay any fees charged by such
depository institution which fees are of the type
customarily charged by such institution with respect to
such accounts. Moneys in such account shall (i) be
applied by the Administrative Agent to the payment of
Letter of Credit Borrowings and interest thereon, (ii)
be held for the satisfaction of the reimbursement
obligations of the Company in respect of Letters of
Credit, and (iii) if the maturity of the Loans has been
accelerated, with the consent of the Majority Banks, be
applied to satisfy the Obligations (pro rata with any
obligations to the Swap Providers under Specified Swap
Contracts then due and payable, in accordance with the
Security Agreement).

          (b)     As security for the payment of all
Obligations, the Company hereby grants, conveys,
assigns, pledges, sets over and transfers to the
Administrative Agent, and creates in the Administrative
Agent's favor a Lien on, and security interest, in all
money, instruments and securities at any time held in or
acquired in connection with the Cash Collateral Account,
together with all proceeds thereof. At any time and
from time to time, upon the Administrative Agent's
request, the Company promptly shall execute and deliver
any and all such further instruments and documents as
may be necessary, appropriate or desirable in the
Administrative Agent's judgment to obtain the full
benefits (including perfection and priority) of the
security interest created or intended to be created by
this Subsection 3.09(b) and of the rights and powers
herein granted.

     3.10     UNIFORM CUSTOMS AND PRACTICE. The 
Uniform Customs and Practice for Documentary Credits as 
published by the International Chamber of Commerce ("UCP") 
most recently at the time of issuance of any Letter of 
Credit shall (unless otherwise expressly provided in the 
Letters of Credit) apply to the Letters of Credit.

                       ARTICLE IV

         TAXES, YIELD PROTECTION AND ILLEGALITY

     4.01     TAXES.

          (a)     Any and all payments by the Company to
each Bank or the Administrative Agent under this
Agreement and any other Loan Document shall be made free
and clear of, and without deduction or withholding for
any Taxes. In addition, the Company shall pay all Other
Taxes.

          (b)     The Company agrees to indemnify and
hold harmless each Bank and the Administrative Agent for
the full amount of Taxes or Other Taxes (including any
Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this SECTION) paid by the Bank or
the Administrative Agent and any liability (including
penalties, interest, additions to tax and expenses)
arising therefrom or with respect thereto, whether or
not such Taxes or Other Taxes were correctly or legally
asserted. Payment under this indemnification shall be
made within 30 days after the date the Bank or the
Administrative Agent makes written demand therefor.

          (c)     If the Company shall be required by
law to deduct or withhold any Taxes or Other Taxes from
or in respect of any sum payable hereunder to any Bank
or the Administrative Agent, then: (i) the sum payable
shall be increased as necessary so that after making all
required deductions and withholdings (including
deductions and withholdings applicable to additional
sums payable under this SECTION) such Bank or the
Administrative Agent, as the case may be, receives an
amount equal to the sum it would have received had no
such deductions or withholdings been made; (ii) the
Company shall make such deductions and withholdings;
(iii) the Company shall pay the full amount deducted or
withheld to the relevant taxing authority or other
authority in accordance with applicable law; and (iv)
the Company shall also pay to each Bank or the
Administrative Agent for the account of such Bank, at
the time interest is paid, all additional amounts which
the respective Bank specifies as necessary to preserve
the after-tax yield the Bank would have received if such
Taxes or Other Taxes had not been imposed.

          (d)     Within 30 days after the date of any
payment by the Company of Taxes or Other Taxes, the
Company shall furnish the Administrative Agent the
original or a certified copy of a receipt evidencing
payment thereof, or other evidence of payment
satisfactory to the Administrative Agent.

          (e)     If the Company is required to pay
additional amounts to any Bank or the Administrative
Agent pursuant to subsection (c) of this SECTION, then
upon written request of the Company such Bank shall use
reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending
Office so as to eliminate any such additional payment by
the Company which may thereafter accrue, if such change
in the judgment of such Bank is not otherwise
disadvantageous to such Bank.

     4.02     ILLEGALITY.

          (a)     If any Bank determines that the
introduction of any Requirement of Law, or any change in
any Requirement of Law, or in the interpretation or
administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental
Authority has asserted that it is unlawful, for any Bank
or its applicable Lending Office to make Offshore Rate
Loans, then, on notice thereof by the Bank to the
Company through the Administrative Agent, any obligation
of that Bank to make Offshore Rate Loans shall be
suspended until the Bank notifies the Administrative
Agent and the Company that the circumstances giving rise
to such determination no longer exist.

          (b)     If a Bank determines that it is
unlawful to maintain any Offshore Rate Loan, the Company
shall, upon its receipt of notice of such fact and
demand from such Bank (with a copy to the Administrative
Agent), prepay in full such Offshore Rate Loans of that
Bank then outstanding, together with interest accrued
thereon and amounts required under SECTION 4.04, either
on the last day of the Interest Period thereof, if the
Bank may lawfully continue to maintain such Offshore
Rate Loans to such day, or immediately, if the Bank may
not lawfully continue to maintain such Offshore Rate
Loan. If the Company is required to so prepay any
Offshore Rate Loan, then concurrently with such
prepayment, the Company shall borrow from the affected
Bank, in the amount of such repayment, a Base Rate Loan.

          (c)     If the obligation of any Bank to make
or maintain Offshore Rate Loans has been so terminated
or suspended, all Loans which would otherwise be made by
the Bank as Offshore Rate Loans shall be instead Base
Rate Loans.

          (d)     Before giving any notice to the
Administrative Agent under this SECTION, the affected
Bank shall designate a different Lending Office with
respect to its Offshore Rate Loans if such designation
will avoid the need for giving such notice or making
such demand and will not, in the judgment of the Bank,
be illegal or otherwise disadvantageous to the Bank.

     4.03     INCREASED COSTS AND REDUCTION OF RETURN.

          (a)     If any Bank determines that, due to
either (i) the introduction of or any change (other than
any change by way of imposition of or increase in
reserve requirements included in the calculation of the
Offshore Rate) in or in the interpretation of any law or
regulation or (ii) the compliance by that Bank with any
guideline or request from any central bank or other
Governmental Authority (whether or not having the force
of law), there shall be any increase in the cost to such
Bank of agreeing to make or making, funding or
maintaining any Offshore Rate Loans or participating in
Letters of Credit, or, in the case of the Issuing Bank,
any increase in the cost to the Issuing Bank of agreeing
to issue, issuing or maintaining any Letter of Credit or
of agreeing to make or making, funding or maintaining
any unpaid drawing under any Letter of Credit, then the
Company shall be liable for, and shall from time to
time, upon demand (with a copy of such demand to be sent
to the Administrative Agent), pay to the Administrative
Agent for the account of such Bank, additional amounts
as are sufficient to compensate such Bank for such
increased costs.

          (b)     If any Bank shall have determined that
(i) the introduction of any Capital Adequacy Regulation,
(ii) any change in any Capital Adequacy Regulation,
(iii) any change in the interpretation or administration
of any Capital Adequacy Regulation by any central bank
or other Governmental Authority charged with the
interpretation or administration thereof, or (iv)
compliance by the Bank (or its Lending Office) or any
corporation controlling the Bank with any Capital
Adequacy Regulation, affects or would affect the amount
of capital required or expected to be maintained by the
Bank or any corporation controlling the Bank and (taking
into consideration such Bank's or such corporation's
policies with respect to capital adequacy and such
Bank's desired return on capital) determines that the
amount of such capital is increased as a consequence of
its Commitments, loans, credits or obligations under
this Agreement, then, upon demand of such Bank to the
Company through the Administrative Agent, the Company
shall pay to the Bank, from time to time as specified by
the Bank, additional amounts sufficient to compensate
the Bank for such increase.

     4.04     FUNDING LOSSES. The Company 
shall reimburse each Bank and hold each
Bank harmless from any loss or expense which the Bank
may sustain or incur as a consequence of: (a) the
failure of the Company to make on a timely basis any
payment of principal of any Offshore Rate Loan; (b) the
failure of the Company to borrow, continue or convert a
Loan after the Company has given (or is deemed to have
given) a Notice of Borrowing or a Notice of Conversion/
Continuation (including by reason of the failure to
satisfy any condition precedent thereto); (c) the
failure of the Company to make any prepayment in
accordance with any notice delivered under SECTION 2.06;
(d) the prepayment (including pursuant to SECTION 2.07
or 2.08) or other payment (including after acceleration
thereof) of an Offshore Rate Loan on a day that is not
the last day of the relevant Interest Period; or (e) the
automatic conversion under SECTION 2.04 of any Offshore
Rate Loan to a Base Rate Loan on a day that is not the
last day of the relevant Interest Period; including any
such loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain its
Offshore Rate Loans or from fees payable to terminate
the deposits from which such funds were obtained. For
purposes of calculating amounts payable by the Company
to the Banks under this SECTION and under Subsection
4.03(a), each Offshore Rate Loan made by a Bank (and
each related reserve, special deposit or similar
requirement) shall be conclusively deemed to have been
funded at the LIBOR used in determining the Offshore
Rate for such Offshore Rate Loan by a matching deposit
or other borrowing in the interbank eurodollar market
for a comparable amount and for a comparable period,
whether or not such Offshore Rate Loan is in fact so
funded.

     4.05     INABILITY TO DETERMINE RATES. If 
the Administrative Agent determines that for any
reason adequate and reasonable means do not exist for
determining the Offshore Rate for any requested Interest
Period with respect to a proposed Offshore Rate Loan, or
that the Offshore Rate applicable pursuant to Subsection
2.08(b)(i) for any requested Interest Period with
respect to a proposed Offshore Rate Loan does not
adequately and fairly reflect the cost to the Banks of
funding such Loan, the Administrative Agent will
promptly so notify the Company and each Bank. 
Thereafter, the obligation of the Banks to make or
maintain Offshore Rate Loans hereunder shall be
suspended until the Administrative Agent upon the
instruction of the Majority Banks revokes such notice in
writing. Upon receipt of such notice, the Company may
revoke any Notice of Borrowing or Notice of
Conversion/Continuation then submitted by it. If the
Company does not revoke such Notice, the Banks shall
make, convert or continue the Loans, as proposed by the
Company, in the amount specified in the applicable
notice submitted by the Company, but such Loans shall be
made, converted or continued as Base Rate Loans instead
of Offshore Rate Loans.

     4.06     CERTIFICATES OF BANKS. Any Bank 
claiming reimbursement or compensation under
this Article IV shall deliver to the Company (with a
copy to the Administrative Agent) a certificate setting
forth in reasonable detail the amount payable to the
Bank hereunder and such certificate shall be conclusive
and binding on the Company in the absence of manifest
error.

     4.07     SUBSTITUTION OF BANKS. Upon the 
receipt by the Company from any Bank (an
"Affected Bank") of a notice of illegality under SECTION
4.02 or a claim for compensation under SECTION 4.03, or
the Company being or becoming liable with respect to
payments hereunder to any Bank (also an "Affected Bank")
for any Taxes pursuant to SECTION 4.01 assessed at a
rate in excess of the rate of any such Taxes for which
it is liable with respect to payments to any other Bank
hereunder, the Company may:  (i) request the Affected
Bank to use its best efforts to obtain a replacement
bank or financial institution satisfactory to the
Administrative Agent (a "Replacement Bank") to acquire
and assume all or a ratable part of all of such Affected
Bank's Loans and Commitment, and, if such Affected Bank
or any Affiliate thereof is a Swap Provider, all
specified Swap Contracts of such Affected Bank and its
Affiliates; (ii) request one more of the other Banks to
acquire and assume all or part of such Affected Bank's
Loans and Commitment, and, if such Affected Bank or any
Affiliate thereof is a Swap Provider, all specified Swap
Contracts of such Affected Bank and its Affiliates, but
none of the Banks shall have any obligation to do so; or
(iii) designate a Replacement Bank satisfactory to the
Administrative Agent. Any such designation of a
Replacement Bank under clause (i) or (iii) shall be
subject to the prior written consent of the
Administrative Agent which consent shall not be
unreasonably withheld.

     4.08     SURVIVAL. The agreements and obligations 
of the Company in this Article IV shall survive the 
payment of all other Obligations.

                      ARTICLE V

                 CONDITIONS PRECEDENT

     5.01     CONDITIONS OF INITIAL CREDIT EXTENSIONS. 
The obligation of each Bank to make its initial Credit
Extension and the obligation of the Issuing Bank to
issue the first Letter of Credit, hereunder is subject
to the condition that the Administrative Agent shall
have received on or before the Closing Date all of the
following, in form and substance satisfactory to the
Administrative Agent and each Bank, and in sufficient
copies for each Bank:

          (a)     CREDIT AGREEMENT, NOTES, GUARANTY,
PERFECTION CERTIFICATE AND INITIAL BORROWING BASE REPORT
AND COMPLIANCE CERTIFICATE. This Agreement, the Notes,
and the Guaranty executed by each party thereto, a
certificate in such form and detail as the
Administrative Agent may require as to matters relating
to the Collateral and perfection of security interests
therein, an initial Borrowing Base Report for the month
ended November 30, 1998 and an initial Compliance
Certificate for the quarter ended September 30, 1998;

          (b)     CERTIFICATE REGARDING EXISTING INDEBTEDNESS. 
A certificate signed by a Responsible Officer of the
Company, certifying as to the Indentures, including in
each case all schedules, exhibits and other attachments
thereto, as then in effect, and as to the Company's
compliance with SECTION 8.11 in respect thereof;

          (c)     RESOLUTIONS; INCUMBENCY ORGANIZATION
DOCUMENTS. (i) Resolutions of the board of directors of the
Company and each Guarantor authorizing the transactions
contemplated hereby, certified as of the Closing Date by
the Secretary or an Assistant Secretary of such Person;
(ii) Certificates of the Secretary or Assistant
Secretary of the Company and each Guarantor certifying
the names and true signatures of the officers or such
Person authorized to execute, deliver and perform, as
applicable, this Agreement, the Notes, the Guaranties
and all other Loan Documents to be delivered by it
hereunder; and (iii) Articles or certificates of
incorporation and the bylaws of the Company and each
Guarantor as in effect on the Closing Date, certified by
the Secretary or Assistant Secretary of the such Person
as of the Closing Date; 

          (d)     CERTIFICATE (ORGANIZATION,
QUALIFICATION AND GOOD STANDING). A certificate signed
by a Responsible Officer, dated as of the Execution
Date, identifying those states in which the ownership,
lease or operation of property or the conduct of its
business requires the Company and each of the
Guarantors, respectively, to be qualified or licensed to
do business as a foreign corporation, and attaching
thereto, with respect to the Company and each of the
Guarantors, respectively, certificates of the Secretary
of State (and/or similar applicable Governmental
Authority) of its state of incorporation or organization
and each such state where it is so required to be
qualified or licensed to do business as a foreign
corporation, certifying as of a recent date each such
Person's existence or qualification, as applicable, and
good standing in each such jurisdictions;

          (e)     LEGAL OPINIONS. Copies of (i) a
favorable opinion of Kim Bullerdick, Counsel to the
Company, addressed to the Administrative Agent and the
Banks, substantially in the form of Exhibit "D-1"; and
(ii) a favorable opinion of Fennemore Craig, P.C.,
special counsel to the Company, addressed to the
Administrative Agent and the Banks, substantially in the
form of Exhibit D-2;

          (f)     PAYMENT OF FEES. Evidence 
of payment by the Company of all accrued and
unpaid fees, costs and expenses owed pursuant to this
Agreement and the Fee Letter to the extent then due and
payable on the Closing Date, together with Attorney
Costs of the Administrative Agent to the extent invoiced
prior to or on the Closing Date, plus such additional
amounts of Attorney Costs as shall constitute the
Administrative Agent's estimate of Attorney Costs
incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not
thereafter preclude final settling of accounts between
the Company and the Administrative Agent); including any
such costs, fees and expenses arising under or
referenced in SECTIONs 2.09 and 11.04;

          (g)     CERTIFICATE (REPRESENTATIONS AND
WARRANTIES, ETC.). A certificate signed by a Responsible 
Officer, dated as of the Closing Date, stating that (i) the
representations and warranties contained in Article VI
are true and correct on and as of such date, as though
made on and as of such date; (ii) no Default or Event of
Default exists or would result from the Credit Extension
being made on the Closing Date; (iii) no litigation is
pending or threatened against the Company or any
Subsidiary in which there is a reasonable probability of
an adverse decision which would result in a Material
Adverse Effect; and (iv) there has occurred since
September 30, 1998, no event or circumstance that has
resulted or would reasonably be expected to result in a
Material Adverse Effect; 

          (h)     TERMINATION OF THE 1995 GIANT CREDIT
FACILITY. Evidence of the termination of the Credit 
Agreement dated as of October 4, 1995 among the Company, as
borrower, Giant Industries Arizona, Inc., Ciniza
Production Company, San Juan Refining Company, Giant
Exploration & Production Company and Giant Four Corners,
Inc., as guarantors, Bank of America, as administrative
agent, Bank of America Illinois, as a bank and as letter
of credit issuing bank and the other financial
institutions parties thereto, as amended; 

          (i)     COLLATERAL DOCUMENTS. The Collateral 
Documents, executed by the Company, in appropriate form 
for recording, where necessary, together with:

               (i) acknowledgment copies of all UCC-l 
     financing statements filed, registered or recorded to 
     perfect the security interests of the
     Administrative Agent for the benefit of
     the Banks, or other evidence satisfactory
     to the Administrative Agent that there has
     been filed, registered or recorded all
     financing statements and other filings,
     registrations and recordings necessary and
     advisable to perfect the Liens of the
     Administrative Agent for the benefit of
     the Banks in accordance with applicable
     law;
     
               (ii) written advice relating to 
     such Lien and judgment searches
     as the Administrative Agent shall have
     requested, and such termination statements
     or other documents as may be necessary to
     confirm that the Collateral is subject to
     no other Liens in favor of any Persons;
     
               (iii) funds sufficient to pay 
     any filing or recording tax or fee
     in connection with any and all UCC-1
     financing statements;
     
               (iv) evidence that the 
     Administrative Agent has been named as
     loss payee under all policies of casualty
     insurance pertaining to the Collateral; 
     
               (v) such consents, estoppels, 
     subordination agreements and
     other documents and instruments executed
     by landlords and other Persons party to
     material contracts relating to any
     Collateral as to which the Administrative
     Agent shall be granted a Lien for the
     benefit of the Banks, as requested by the
     Administrative Agent or any Bank; and
     
               (vi) evidence that all other 
     actions necessary or, in the
     opinion of the Administrative Agent or the
     Banks, desirable to perfect and protect
     the first priority Lien created by the
     Collateral Documents, and to enhance the
     Administrative Agent's ability to preserve
     and protect its interests in and access to
     the Collateral, have been taken; and

          (j)     OTHER DOCUMENTS. Such other
approvals, opinions, documents or materials as the
Administrative Agent or any Bank may request.

     5.02     CONDITIONS TO ALL CREDIT EXTENSIONS. 
The obligation of each Bank to make any Revolving
Loan to be made by it (including its initial Revolving
Loan) or to continue or convert any Revolving Loan under
SECTION 2.04 and the obligation of the Issuing Bank to
Issue any Letter of Credit (including the initial Letter
of Credit) is subject to the satisfaction of the
following conditions precedent on the relevant Borrowing
Date, Conversion/Continuation Date or Issuance Date:

          (a)     NOTICE, APPLICATION. The 
Administrative Agent shall have received a timely
Notice of Borrowing or a timely Notice of
Conversion/Continuation, as applicable, or, in the case
of any Issuance of any Letter of Credit, the Issuing
Bank and the Administrative Agent shall have received an
L/C Application or L/C Amendment Application, as
required under SECTION 3.02;

          (b)     CONTINUATION OF REPRESENTATIONS AND
WARRANTIES. The representations and warranties in Article VI
shall be true and correct on and as of such Borrowing
Date, Issuance Date or Conversion/Continuation Date with
the same effect as if made on and as of such Borrowing
Date, Issuance Date or Conversion/Continuation Date
(except to the extent such representations and
warranties expressly refer to an earlier date, in which
case they shall be true and correct as of such earlier
date);

          (c)     NO EXISTING DEFAULT. No Default or
Event of Default shall exist or shall result from such 
Borrowing or continuation or conversion; 

          (d)     NO MATERIAL ADVERSE EFFECT. No event 
or circumstance shall have occurred that has resulted or 
would reasonably be expected to result in a Material 
Adverse Effect; and

          (e)     NO FUTURE ADVANCE NOTICE. Neither the
Administrative Agent nor any Bank shall have received
any notice that any Collateral Document will no longer
secure on a first priority basis future advances or
future Loans to be made or extended under this
Agreement.

Each Notice of Borrowing, Notice of Conversion/Continuation 
and L/C Application or L/C Amendment Application submitted 
by the Company hereunder shall constitute a representation 
and warranty by the Company hereunder, as of the date of 
each such notice and as of each Borrowing Date, 
Conversion/Continuation Date, or Issuance Date, as applicable, 
that the conditions in SECTION 5.02 are satisfied.

                       ARTICLE VI

             REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants to the
Administrative Agent and each Bank that:

     6.01     CORPORATE EXISTENCE AND POWER. The 
Company and each of its Material Subsidiaries:
(a) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction
of its incorporation; (b) has the power and authority
and all material governmental licenses, authorizations,
consents and approvals to own its assets, carry on its
business and to execute, deliver, and perform its
obligations under the Loan Documents; (c) is duly
qualified as a foreign corporation and is licensed and
in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or
the conduct of its business requires such qualification
or license; and (d) is in compliance in all material
respects with all Requirements of Law; except, in each
case referred to in clause (b), (c) and (d), to the
extent that the failure to do so would not reasonably be
expected to have a Material Adverse Effect.

     6.02     CORPORATE AUTHORIZATION; NO CONTRAVENTION. 
The execution, delivery and performance by the
Company and its Subsidiaries of this Agreement and each
other Loan Document to which such Person is a party,
have been duly authorized by all necessary corporate
action, and do not and will not: (a) contravene the
terms of any of that Person's Organization Documents;
(b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any
document evidencing any material Contractual Obligation
to which such Person is a party or any order,
injunction, writ or decree of any Governmental Authority
to which such Person or its property is subject; or (c)
violate any Requirement of Law.

     6.03     GOVERNMENTAL AUTHORIZATION. No 
approval, consent, exemption, authorization, or
other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in
connection with the execution, delivery or performance
by, or enforcement against, the Company or any of its
Subsidiaries of this Agreement or any other Loan
Document to which it is a party.

     6.04     BINDING EFFECT. This Agreement and each 
other Loan Document to which the Company or any of its 
Subsidiaries is a party constitute the legal, valid and 
binding obligations of the Company and any of its Subsidiaries 
to the extent it is a party thereto, enforceable against such 
Person in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles
relating to enforceability.

     6.05     LITIGATION. There are no actions, suits,
proceedings, claims or disputes pending, or to the best 
knowledge of the Company, threatened or contemplated, at law, 
in equity, in arbitration or before any Governmental Authority,
against the Company, or its Subsidiaries or any of their
respective properties which: (a) purport to affect or
pertain to this Agreement or any other Loan Document, or
any of the transactions contemplated hereby or thereby;
or (b) if determined adversely to the Company or its
Subsidiaries, would reasonably be expected to have a
Material Adverse Effect. No injunction, writ, temporary
restraining order or any order of any nature has been
issued by any court or other Governmental Authority
purporting to enjoin or restrain the Acquisition,
execution, delivery or performance of this Agreement or
any other Loan Document, or directing that the
transactions provided for herein or therein not be
consummated as herein or therein provided.

     6.06     NO DEFAULT. No Default or Event of Default 
exists or would be reasonably expected to result from the 
incurring of any Obligations by the Company or from the grant 
or perfection of the Liens of the Administrative Agent and
the Banks on the Collateral. Neither the Company nor
any Material Subsidiary is in default under or with
respect to any Contractual Obligation in any respect
which, individually or together with all such defaults,
would reasonably be expected to have a Material Adverse
Effect, or that would, if such default had occurred
after the Closing Date, create an Event of Default under
Subsection 9.01(e).

     6.07     ERISA COMPLIANCE. 

          (a)     Each Plan is in compliance in all
material respects with the applicable provisions of
ERISA, the Code and other federal or state law. Each
Plan which is intended to qualify under SECTION 401(a)
of the Code has received a favorable determination
letter from the IRS and to the best knowledge of the
Company, nothing has occurred which would cause the loss
of such qualification. The Company and each ERISA
Affiliate has made all required contributions to any
Plan subject to SECTION 412 of the Code, and no
application for a funding waiver or an extension of any
amortization period pursuant to SECTION 412 of the Code
has been made with respect to any Plan.

          (b)     There are no pending or, to the best
knowledge of Company, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with
respect to any Plan which has resulted or could
reasonably be expected to result in a Material Adverse
Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with
respect to any Plan which has resulted or would
reasonably be expected to result in a Material Adverse
Effect.

          (c)     (i) No ERISA Event has occurred or is
reasonably expected to occur; (ii) no Pension Plan has
any Unfunded Pension Liability; (iii) neither the
Company nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability under Title
IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under SECTION 4007 of
ERISA);  (iv) neither the Company nor any ERISA
Affiliate has incurred, or reasonably expects to incur,
any liability (and no event has occurred which, with the
giving of notice under SECTION 4219 of ERISA, would
result in such liability) under SECTION 4201 or 4243 of
ERISA with respect to a Multiemployer Plan; and (v)
neither the Company nor any ERISA Affiliate has engaged
in a transaction that could be subject to SECTION 4069
or 4212(c) or ERISA.

     6.08     USE OF PROCEEDS; MARGIN REGULATIONS. 
The proceeds of the Loans shall be used solely for
the purposes set forth in and permitted by SECTION 7.13
and SECTION 8.07. Neither the Company nor any
Subsidiary is generally engaged in the business of
purchasing or selling Margin Stock or extending credit
for the purpose of purchasing or carrying Margin Stock. 
Margin Stock does not constitute more than 25% of the
value of the consolidated assets of the Company and its
Subsidiaries, and the Company does not have any present
intention that Margin Stock will constitute more than
25% of the value of such assets.

     6.09     TITLE TO PROPERTIES. The 
Company and each Subsidiary have good record and
marketable title in fee simple to, or valid leasehold
interests in, or other sufficient title to all real
property necessary or used in the ordinary conduct of
their respective businesses, except for such defects in
title as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse
Effect. The property of the Company and its
Subsidiaries is subject to no Liens, other than
Permitted Liens.

     6.10     TAXES. The Company and its Subsidiaries 
have filed all Federal tax returns and reports required to 
be filed, and have paid all Federal taxes, assessments, fees 
and other governmental charges levied or imposed upon them
or their properties, income or assets otherwise due and
payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP. 
The Company and its Subsidiaries have filed all material
state and other material non-Federal tax returns and
reports required to be filed, and have paid all material
state and other material non-Federal taxes, assessments,
fees and other governmental charges levied or imposed
upon them or their properties, income or assets
otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and
for which adequate reserves have been provided in
accordance with GAAP, except where failure to do so
would not reasonably be expected to have a Material
Adverse Effect. To the Company's knowledge, there is no
proposed tax assessment against the Company or any
Subsidiary that would, if made, reasonably be expected
to have a Material Adverse Effect.

     6.11     FINANCIAL CONDITION. The unaudited
consolidated financial statements of the Company and its
Subsidiaries dated September 30, 1998, and the related
consolidated statements of income or operations,
shareholders' equity and cash flows for the fiscal
quarter ended on that date:  (i) were prepared in
accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly
noted therein; (ii) fairly present in all material
respects the financial condition of the Company and its
Subsidiaries as of the date thereof and results of
operations for the period covered thereby (subject to
ordinary, good faith year-end adjustments); and (iii)
show all material Indebtedness and other liabilities,
direct or contingent, of the Company and its
consolidated Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments
and Contingent Obligations. Since September 30, 1998,
there has been no Material Adverse Effect.

     6.12     ENVIRONMENTAL MATTERS. The Company
conducts in the ordinary course of business a review of
the effect of existing Environmental Laws and existing
Environmental Claims on its business, operations and
properties, and as a result thereof the Company has
reasonably concluded that such Environmental Laws and
Environmental Claims would not, individually or in the
aggregate, reasonably be expected to have a Material
Adverse Effect.

     6.13     REGULATED ENTITIES. None of the 
Company, any Person controlling the Company, or 
any Subsidiary, is an "Investment Company"
within the meaning of the Investment Company Act of
1940. The Company is not subject to any provision of
the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act or any
state public utilities code, or of any other Federal or
state statute or regulation, limiting its ability to
incur Indebtedness.

     6.14     No Burdensome Restrictions. Neither the
Company nor any Subsidiary is a party to or bound by any
Contractual Obligation, or subject to any restriction in
any Organization Document, or any Requirement of Law,
which would reasonably be expected to have a Material
Adverse Effect.

     6.15     COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, 
ETC. The Company or its Subsidiaries own or are licensed or
otherwise have the right to use all of the material
patents, trademarks, service marks, trade names,
copyrights, contractual franchises, authorizations and
other rights that are reasonably necessary for the
operation of their respective businesses, without
conflict with the rights of any other Person. To the
best knowledge of the Company, no slogan or other
advertising device, product, process, method, substance,
part or other material now employed, or now contemplated
to be employed, by the Company or any Subsidiary
infringes upon any rights held by any other Person. No
claim or litigation regarding any of the foregoing is
pending or threatened, and no patent, invention, device,
application, principle or any statute, law, rule,
regulation, standard or code is pending or, to the
knowledge of the Company, proposed, which, in either
case, would reasonably be expected to have a Material
Adverse Effect.

     6.16     SUBSIDIARIES. As of the Execution Date, the 
Company has no Subsidiaries other than those specifically 
disclosed in part (a) of Schedule 6.16 hereto and has no 
material equity investments in any other corporation or 
entity other than those specifically disclosed in part (b) 
of Schedule 6.16. 

     6.17     INSURANCE. The properties of the Company 
and its Subsidiaries are insured with financially sound and 
reputable insurance companies not Affiliates of the Company, 
in such amounts, with such deductibles and covering such
risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in
localities where the Company or such Subsidiary
operates.

     6.18     FULL DISCLOSURE. None of the representations 
or warranties made by the Company or any Subsidiary in the 
Loan Documents as of the date such representations and 
warranties are made or deemed made, and none of the 
statements contained in any exhibit, report, written 
statement or certificate furnished by or on behalf of the 
Company or any Subsidiary in connection with the Loan 
Documents (including the offering and disclosure materials
delivered by or on behalf of the Company to the Banks
prior to the Execution Date), taken as whole, contains
any untrue statement of a material fact known to the
Company or omits any material fact known to the Company
required to be stated therein or necessary to make the
statements made therein, in light of the circumstances
under which they are made, not misleading as of the time
when made or delivered.

     6.19     SOLVENCY.  The Company and its Subsidiaries, 
taken as a whole, and the Company, individually, and each 
of the Guarantors, individually, is Solvent.

     6.20     YEAR 2000.  The Company reasonably believes 
that the Year 2000 Problem, including costs of remediation, 
will not result in a Material Adverse Effect.  The Company 
is developing feasible contingency plans adequately to ensure
uninterrupted and unimpaired business operation in the
event of failure of its own or a third party's systems
or equipment due to the Year 2000 Problem.

     6.21     LABOR RELATIONS.  There is (i) no significant 
unfair labor practice complaint pending against the Company 
or any of its Subsidiaries or, to the knowledge of the 
Company, threatened against any of them, and no significant
grievance or significant arbitration proceeding arising
out of or under any collective bargaining agreement is
so pending against the Company or any of its
Subsidiaries or, to the knowledge of the Company,
threatened against any of them, (ii) no significant
strike, labor dispute, slowdown or stoppage pending
against the Company or any of its Subsidiaries or, to
the knowledge of the Company, threatened against the
Company or any of its Subsidiaries and (iii) to the
knowledge of the Company, no union representation
question existing with respect to the employees of the
Company or any of its Subsidiaries and, to the knowledge
of the Company, no union organizing activities are
taking place, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate) such as could not
reasonably be expected to have a Material Adverse
Effect.

     6.22     COLLATERAL DOCUMENTS.

          (a)     The provisions of each of the
Collateral Documents are effective to create in favor of
the Administrative Agent for the benefit of the Banks, a
legal, valid and enforceable first priority security
interest in all right, title and interest of the Company
and its Subsidiaries in the collateral described
therein; and financing statements have been filed in the
offices in all of the jurisdictions listed in the
schedule to the Security Agreement.

          (b)     All representations and warranties of
the Company and any of its Subsidiaries party thereto
contained in the Collateral Documents are true and
correct in all material respects.

                      ARTICLE VII

                 AFFIRMATIVE COVENANTS

     So long as any Bank shall have any Commitment
hereunder, or any Loan or other Obligation shall remain
unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, unless the Majority Banks waive
compliance in writing: 

     7.01     FINANCIAL STATEMENTS.  The Company shall 
maintain for itself and each Subsidiary, a system of 
accounting established and administered in accordance with 
GAAP and deliver to the Administrative Agent, with sufficient 
copies for each Bank:

          (a)     As soon as available, but not later
than 90 days after the end of each fiscal year a copy of
the annual audited consolidated financial statement of
the Company as at the end of such year and the related
consolidated statements of income or operations,
shareholders' equity and cash flows for such year,
setting forth in each case in comparative form the
figures for the previous fiscal year, and such financial
statements shall be accompanied by the opinion of a
nationally recognized independent public accounting firm
(the "Independent Auditor"), which opinion shall state
that such consolidated financial statements present
fairly in all material respects the financial position
and results of operations of the Company and its
Consolidated Subsidiaries for the periods indicated in
conformity with GAAP applied on a basis consistent with
prior years.  Such opinion shall not be qualified or
limited because of a restricted or limited examination
by the Independent Auditor of any material portion of
the Company's or any Subsidiary's records; and

          (b)     As soon as available, but not later
than 45 days after the close of each of the first three
quarterly periods each fiscal year, a copy of the
unaudited consolidated balance sheet of the Company as
of the end of such quarter and the related consolidated
statements of income, shareholders' equity and cash
flows for the period commencing on the first day and
ending on the last day of such quarter, and certified by
a Responsible Officer as fairly presenting, in
accordance with GAAP (subject to ordinary, good faith
year-end audit adjustments), the financial position and
the results of operations of the Company and its
Consolidated Subsidiaries.

     7.02     CERTIFICATES; OTHER INFORMATION.  The Company 
shall furnish to the Administrative Agent, with sufficient 
copies for each Bank:

          (a)     As soon as available, but not later
than 24 days after the close of each month until the
Termination Date, a Borrowing Base Report in the form of
Exhibit "H" hereto, certified by a Responsible Officer
as fairly presenting the Eligible Refinery Hydrocarbon
Inventory and Eligible Accounts Receivable as of the
last day of the immediately preceding month;

          (b)     concurrently with the delivery of the
financial statements referred to in subsections 7.01(a)
and (b), a Compliance Certificate executed by a
Responsible Officer;

          (c)     promptly, copies of all financial
statements and reports that the Company sends to its
shareholders, and, promptly after the filing thereof,
copies of all financial statements and regular,
periodical or special reports (including Forms 10K, 10Q
and 8K) that the Company or any Subsidiary may make to,
or file with, the SEC; 

          (d)     promptly, copies of all annual earnout
payment reports delivered by San Juan Refining Company
or Giant Industries Arizona, Inc. to the Sellers and any
written objections thereto furnished by Sellers to San
Juan Refining Company or Giant Industries Arizona, Inc.
under the Purchase Agreement; and

          (e)     promptly, such additional information
regarding the business, financial or corporate affairs
of the Company or any Subsidiary as the Administrative
Agent, at the request of any Bank, may from time to time
reasonably request.

     7.03     NOTICES.  The Company shall promptly notify 
the Administrative Agent:

          (a)     of the occurrence of any Default or
Event of Default, and of the occurrence or existence of
any event or circumstance that would reasonably be
expected to become a Default or Event of Default;

          (b)     of any matter that has resulted or may
reasonably be expected to result in a Material Adverse
Effect, including (i) breach or non-performance of, or
any default under, a Contractual Obligation of the
Company or any Subsidiary; (ii) any dispute, litigation,
investigation, proceeding or suspension between the
Company or any Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting
the Company or any Subsidiary; including pursuant to any
applicable Environmental Laws;

          (c)     of the occurrence of any of the
following events affecting the Company or any ERISA
Affiliate (but in no event more than 10 days after such
event), and deliver to the Administrative Agent and each
Bank a copy of any notice with respect to such event
that is filed with a Governmental Authority and any
notice delivered by a Governmental Authority to the
Company or any ERISA Affiliate with respect to such
event: (i) an ERISA Event; (ii) a material increase in
the Unfunded Pension Liability of any Pension Plan;
(iii) the adoption of, or the commencement of
contributions to, any Plan subject to SECTION 412 of the
Code by the Company or any ERISA Affiliate; or (iv) the
adoption of any amendment to a Plan subject to SECTION
412 of the Code, if such amendment results in a material
increase in contributions or Unfunded Pension Liability; 

          (d)     of any material change in accounting
policies or financial reporting practices by the Company
or any of its consolidated Subsidiaries;

          (e)     of the entry by the Company or any of
its Subsidiaries into any Specified Swap Contract,
specifying the identity of the Swap Provider, the
notional amount, the nature of the Specified Swap
Contract and such other information as the
Administrative Agent reasonably may request;

          (f)     of the occurrence of any default,
event of default, termination event or other event under
any Specified Swap Contract that after the giving of
notice, passage of time or both, would permit either
counterparty to such Specified Swap Contract to
terminate early any or all trades relating to such
contract, and the liability, if any, of the Company or
Subsidiary, as applicable, in the event thereof;

          (g)     upon the request from time to time of
the Administrative Agent, the Swap Termination Values,
together with a description of the method by which such
values were determined, relating to any then outstanding
Swap Contracts to which the Company or any of its
Subsidiaries is party; and

          (h)     of the formation or acquisition of any
Material Subsidiary.

          Each notice under this SECTION shall be
accompanied by a written statement by a Responsible
Officer setting forth details of the occurrence referred
to therein, and stating what action the Company or any
affected Subsidiary proposes to take with respect
thereto and at what time.  Each notice under subsection
7.03(a) shall describe with particularity any and all
clauses or provisions of this Agreement or other Loan
Document that have been (or foreseeably will be)
breached or violated.

     7.04     PRESERVATION OF CORPORATE EXISTENCE, ETC.
The Company shall, and shall cause each of its
Material Subsidiaries to:

          (a)     preserve and maintain in full force
and effect its corporate existence and good standing
under the laws of its state or jurisdiction of
incorporation except where the failure to do so would
not reasonably be expected to have a Material Adverse
Effect;

          (b)     preserve and maintain in full force
and effect all governmental rights, privileges,
qualifications, permits, licenses and franchises
necessary or desirable in the normal conduct of its
business except where the failure to do so would not
reasonably be expected to have a Material Adverse
Effect;

          (c)     use reasonable efforts, in the
ordinary course of business, to preserve its business
organization and goodwill except where the failure to do
so would not reasonably be expected to have a Material
Adverse Effect; and

          (d)     preserve or renew all of its
registered patents, trademarks, trade names and service
marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.

     7.05     MAINTENANCE OF PROPERTY.  The Company shall, 
and shall cause each of its Material Subsidiaries to, 
maintain and preserve all its property which is used or 
useful in its business in good working order and condition, 
ordinary wear and tear excepted and to use the standard of 
care typical in the industry in the operation and maintenance 
of its facilities except where the failure to do so would not
reasonably be expected to have a Material Adverse
Effect.

     7.06     INSURANCE.  In addition to any other insurance 
requirements set forth in the Security Documents, the Company 
shall, and shall cause each of its Subsidiaries to, maintain, 
with financially sound and reputable independent insurers,
insurance with respect to its properties and business
against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar
business, of such types and in such amounts as are
customarily carried under similar circumstances by such
other Persons except where the failure to do so would
not reasonably be expected to have a Material Adverse
Effect.  

     7.07     PAYMENT OF OBLIGATIONS.  The Company shall, 
and shall cause each of its Material Subsidiaries to, pay and 
discharge as the same shall become due and payable, all their 
respective obligations and liabilities, including: (a) all tax
liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the
same are being contested in good faith by appropriate
proceedings and adequate reserves in accordance with
GAAP are being maintained by the Company, such Guarantor
or such Subsidiary; (b) all lawful claims which, if
unpaid, would by law become a Lien upon its property;
and (c) all Indebtedness, as and when due and payable,
but subject to any subordination provisions contained in
any instrument or agreement evidencing such
Indebtedness; except where the failure to do so would
not reasonably be expected to have a Material Adverse
Effect.

     7.08     COMPLIANCE WITH LAWS.  The Company shall, and 
shall cause each of its Subsidiaries to, comply in all material 
respects with all Requirements of Law of any Governmental 
Authority having jurisdiction over it or its business (including
the Federal Fair Labor Standards Act), except (x) such
as may be contested in good faith or as to which a bona
fide dispute may exist or (y) where the failure to do so
would not reasonably be expected to have a Material
Adverse Effect.

     7.09     COMPLIANCE WITH ERISA.  The Company shall, and 
shall cause each of its ERISA Affiliates to:  (a) maintain each 
Plan in compliance in all material respects with the applicable 
provisions of ERISA, the Code and other federal or state law; 
(b) cause each Plan which is qualified under SECTION 401(a)
of the Code to maintain such qualification; and (c) make
all required contributions to any Plan subject to
SECTION 412 of the Code.

     7.10     INSPECTION OF PROPERTY AND BOOKS AND
RECORDS.  The Company shall, and shall cause each of its
Subsidiaries to, maintain proper books of record and
account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made
of all financial transactions and matters involving the
assets and business of the Company and such Guarantor. 
The Company and each Guarantor shall, and shall cause
each of their Subsidiaries to, permit, representatives
and independent contractors of the Administrative Agent
or any Bank to visit and inspect any of their respective
properties, to examine their respective corporate,
financial and operating records, and make copies thereof
or abstracts therefrom, and to discuss their respective
affairs, finances and accounts with their respective
directors, officers, and independent public accountants,
all at the expense of the Company and at such reasonable
times during normal business hours and as often as may
be reasonably desired, upon reasonable advance notice to
the Company; provided, however, when an Event of Default
exists the Administrative Agent or any Bank may do any
of the foregoing at the expense of the Company at any
time during normal business hours and without advance
notice.

     7.11     ENVIRONMENTAL LAWS.  The Company shall, and 
shall cause each of its Subsidiaries to, conduct its 
operations and keep and maintain its property in compliance 
with all Environmental Laws except where the failure to do so
would not reasonably be expected to have a Material
Adverse Effect. 

     7.12     NEW SUBSIDIARY GUARANTORS; NEW SUBSIDIARY
SECURITY AGREEMENTS.

          (a)     If, at any time after the date of this
Agreement, there exists any Subsidiary organized under
the laws of any state in the United States of America
that (a) total assets with a book value of $2,000,000 or
more or (b) executes a guaranty agreement with respect
to the Indentures or any other indebtedness for borrowed
money, then the Company shall cause each such Subsidiary
to do the following:  (i) execute and deliver to the
Administrative Agent a Supplemental Guaranty and (ii)
furnish the Administrative Agent with a written opinion
of counsel for each such Subsidiary Guarantor in
substantially the form set forth in Exhibit "D"; in each
case with such revisions as may be reasonably requested
by the Administrative Agent or the Banks.

          (b)     The Company also shall cause each
Person that becomes a Subsidiary after the date of this
Agreement (including any "inactive" Subsidiary that
resumes active business at any time after the date of
this Agreement) to (i) execute and deliver to the
Administrative Agent a Security Agreement in
substantially the form of Exhibit I in favor of the
Administrative Agent, the Banks and the other Swap
Providers, together with such financing statements and
other documents and instruments related thereto as the
Administrative Agent or the Majority Banks may require;
(ii) take all other actions necessary or, in the opinion
of the Administrative Agent or the Majority Banks,
desirable to perfect and protect the first priority Lien
created by the Collateral Documents, and to enhance the
Administrative Agent's ability to preserve and protect
its interests in and access to the Collateral; and (iii)
furnish the Administrative Agent with a written opinion
of counsel for each such Person in substantially the
form set forth in Exhibit D; in each case with such
revisions as may be reasonably requested by the
Administrative Agent or the Banks.

     7.13     USE OF PROCEEDS.  The Company shall use
the proceeds of the Revolving Loans (a) to refinance
existing indebtedness under that certain Credit
Agreement dated October 4, 1995, by and among the
Company, the Administrative Agent and the financial
institutions parties thereto, (b) to make capital
contributions and loans to the Guarantors for working
capital expenditures, (c) for the issuance of standby
letters of credit pursuant to Article III hereof in the
ordinary course of business and (d) for Acquisitions
otherwise permitted in accordance with the terms hereof;
provided that the aggregate amount of proceeds used to
finance Acquisitions during the term hereof (excluding
amounts, not in excess of $9,000,000, used to finance
the acquisition of assets by the Company or by Giant
Four Corners, Inc. from Thriftway Marketing Corp. and
Clayton Investment Company and their affiliates and
related companies pursuant to the terms of the
Definitive Agreement dated April 18, 1997 by and between
Giant Four Corners, Inc., Thriftway Marketing Corp. and
Clayton Investment Company, and the associated purchase
and sale agreements as provided therein) shall not
exceed $10,000,000.

     7.14     SUBORDINATED INDEBTEDNESS.  The Company
shall maintain at least $150,000,000 in Subordinated
Notes outstanding at all times throughout the term
hereof.

     7.15     YEAR 2000.     The Company has completed
or accomplished, or will complete or accomplish, the
following:
     
               1.     By September 30, 1998, prepare a
          detailed project plan and budget
          for ensuring that the Year 2000
          problem is successfully addressed
          in all material respects as it
          pertains to the Company's own
          business, properties or operations;
     
               2.     By December 31, 1998, prepare a
          comprehensive, detailed inventory
          and assessment of the risk posed by
          the Year 2000 problem as it may
          affect the Company's own business,
          properties or operations; and
          containing contingency plans to
          mitigate the effects of any third
          party's unexpected failure to
          address the Year 2000 problem;
     
               3.     By April 30, 1999, renovate all
          material systems and equipment
          affected by the Year 2000 problem
          to cause them to perform correctly
          date-sensitive functions for
          relevant date data from before and
          after December 31, 1999 ("Year 2000
          Compliance") or replace them with
          technology not so affected, and
          commence testing;
     
               4.     By January 1, 1999, make detailed
          inquiry of material suppliers,
          vendors and customers of the
          Company, to ascertain whether such
          persons are aware of the need to
          address the Year 2000 problem and
          whether they are taking appropriate
          steps to do so; and
     
               5.     By April 30, 1999, complete testing
          and installation of all material
          systems and equipment to ensure
          timely Year 2000 Compliance.

     7.16     FURTHER ASSURANCES.  Promptly upon request
by the Administrative Agent or the Majority Banks, the
Company shall (and shall cause any of its Subsidiaries
to) do, execute, acknowledge, deliver, record, re-
record, file, re-file, register and re-register, any and
all such further acts, deeds, conveyances, security
agreements, mortgages, assignments, estoppel
certificates, financing statements and continuations
thereof, termination statements, notices of assignment,
transfers, certificates, assurances and other
instruments the Administrative Agent or such Banks, as
the case may be, may reasonably require from time to
time in order (i) to carry out more effectively the
purposes of this Agreement or any other Loan Document,
(ii) to subject to the Liens created by any of the
Collateral Documents any of the properties, rights or
interests covered by any of the Collateral Documents,
(iii) to perfect and maintain the validity,
effectiveness and priority of any of the Collateral
Documents and the Liens intended to be created thereby,
and (iv) to better assure, convey, grant, assign,
transfer, preserve, protect and confirm to the
Administrative Agent and Banks the rights granted or now
or hereafter intended to be granted to the Banks under
any Loan Document or under any other document executed
in connection therewith.

                      ARTICLE VIII

                   NEGATIVE COVENANTS

     So long as any Bank shall have any Commitment
hereunder, or any Loan or other Obligation shall remain
unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, unless the Majority Banks waive
compliance in writing:

     8.01     Limitation on Liens.  The Company shall not, 
and shall not permit any of its Subsidiaries to, directly or 
indirectly, make, create, incur, assume or suffer to exist 
any Lien upon or with respect to any part of its property, 
whether now owned or hereafter acquired, other than the following
("Permitted Liens"):

          (a)     any Lien (other than a Lien on the
Collateral) existing on property of the Company or any
Subsidiary on the Execution Date and set forth in
Schedule 8.01 securing Indebtedness outstanding on such
date;

          (b)     any Lien created under any Loan
Document;

          (c)     Liens for taxes, fees, assessments or
other governmental charges which are not delinquent or
remain payable without penalty, or to the extent that
non-payment thereof is permitted by SECTION 7.07;

          (d)     carriers', warehousemen's, mechanics',
landlords', materialmen's, repairmen's or other similar
non-consensual statutory Liens (including statutory
liens in favor of mineral interest owners, securing only
amounts due for the purchase price, state royalty and
taxes in respect of product severed from a production
unit in New Mexico in which such interest owner owns an
interest) arising in the ordinary course of business
which are not delinquent or remain payable without
penalty or which are being contested in good faith and
by appropriate proceedings, which proceedings have the
effect of preventing the forfeiture or sale of the
property subject thereto;

          (e)     Liens (other than any Lien imposed by
ERISA and other than Liens on the Collateral) consisting
of pledges or deposits required in the ordinary course
of business in connection with workers' compensation,
unemployment insurance and other social security
legislation;

          (f)     Liens (other than Liens on the
Collateral) on the property of the Company, any
Guarantor or any Subsidiary of any such Person securing
(i) the non-delinquent performance of bids, trade
contracts (other than for borrowed money), leases,
statutory obligations, (ii) contingent obligations on
surety and appeal bonds not exceeding $3,000,000 in the
aggregate, and (iii) other non-delinquent obligations of
a like nature; in each case, incurred in the ordinary
course of business;

          (g)     easements, rights-of-way,
restrictions, defects or other exceptions to title and
other similar encumbrances with respect to real property
incurred in the ordinary course of business which, in
the aggregate, are not substantial in amount, and which
do not in any case materially detract from the value of
the property subject thereto or interfere with the
ordinary conduct of the businesses of the Company and
its Subsidiaries;

          (h)     Liens (other than Liens on the
Collateral) arising solely by virtue of any statutory or
common law provision relating to banker's liens, rights
of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a creditor
depository institution; provided that (i) such deposit
account is not a dedicated cash collateral account and
is not subject to restrictions against access by the
Company, (ii) the Company (or applicable Subsidiary)
maintains (subject to such right of set off) dominion
and control over such account(s), and (iii) such deposit
account is not intended by the Company, any Guarantor or
any Subsidiary to provide cash collateral to the
depository institution;

          (i)     Liens (other than Liens on the
Collateral) on any property acquired or held by the
Company or its Subsidiaries in the ordinary course of
business, securing Indebtedness incurred or assumed for
the purpose of financing all or any part of the cost of
acquiring such property after the date hereof; provided
that (i) any such Lien has attached prior to acquisition
of such property or attaches to such property
concurrently with or within 20 days after the
acquisition thereof, (ii) such Lien attaches solely to
the property so acquired in such transaction, (iii) the
principal amount of the debt secured thereby does not
exceed 100% of the cost of such property, and (iv) the
principal amount of the Indebtedness secured by any and
all such purchase money security interests, together
with all other Indebtedness securing Liens permitted
under Subsection 8.01(j) below, shall not exceed
$5,000,000 in the aggregate at any time outstanding; and

          (j)     Any Liens (other than Liens on the
Collateral) not otherwise described in Subsection
8.01(a) through (h) above, provided that the
Indebtedness and other obligations secured by such
Liens, together with all other Indebtedness securing
Liens permitted under Subsection 8.01(i), shall not at
any time exceed $5,000,000 in the aggregate at any time
outstanding.

     8.02     DISPOSITION OF ASSETS.  The Company shall not, 
and shall not permit any of its Subsidiaries to, directly 
or indirectly, sell, assign, lease, convey, transfer or 
otherwise dispose of (whether in one or a series of 
transactions) (collectively, "Dispositions") any property 
(including accounts and notes receivable, with or without 
recourse) or enter into any agreement to do any of the 
foregoing, except:

          (a)     Dispositions of inventory, or used,
worn-out or surplus equipment, all in the ordinary
course of business; 

          (b)     The sale of equipment to the extent
that such equipment is exchanged for credit against the
purchase price of similar replacement equipment, or the
proceeds of such sale are reasonably promptly applied to
the purchase price of such replacement equipment; 

          (c)     Dispositions of assets by the Company
or any Subsidiary to the Company or any Subsidiary;

          (d)     Dispositions permitted pursuant to
SECTION 8.03;

          (e)     Dispositions of assets under an
arrangement in the ordinary course of business whereby
the Company or any Subsidiary would then or thereafter
lease as lessee such assets under a Synthetic Lease;
provided that (i) at the time of such Disposition, no
Event of Default shall exist or shall result from such
Disposition, (ii) the aggregate book value of all such
assets disposed of pursuant to this Subsection 8.02(e)
does not exceed $52,500,000 and (iii) the net proceeds
of such Disposition are used by the Company to repay
Loans then outstanding; and

          (f)     Dispositions of assets not otherwise
permitted hereunder which are made for fair market
value, provided, that (i) at the time of any such
Disposition, no Event of Default shall exist or shall
result from such Disposition, (ii) with respect to
Dispositions of such assets by the Company and its
Subsidiaries in any fiscal year, the aggregate book
value of such assets shall not exceed in any fiscal year
the aggregate amount of $5,000,000.

     8.03     CONSOLIDATIONS AND MERGERS.  The 
Company shall not, and shall not permit any of
its Material Subsidiaries to, merge, consolidate with or
into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of
transactions) all or substantially all of its assets
(whether now owned or hereafter acquired) to or in favor
of any Person, except:

          (a)     The Company may merge with any Person
not otherwise permitted under Subsection 8.03(b) below,
provided that there is no Change in Control as a result
of the merger and the surviving Person continues to meet
all financial covenants herein for the Company and
agrees to be bound by the terms of the Agreement and
assumes in writing all Obligations;

          (b)     any Subsidiary may merge with the
Company, provided that the Company shall be the
continuing or surviving corporation, or with any one or
more Subsidiaries, provided that if any transaction
shall be between a Subsidiary that is not a Wholly-Owned
Subsidiary and a Wholly-Owned Subsidiary, the
Wholly-Owned Subsidiary shall be the continuing or
surviving corporation; and

          (c)     any Subsidiary may sell all or
substantially all of its assets (upon voluntary
liquidation or otherwise), to the Company or a
Wholly-Owned Subsidiary.

     8.04     LOANS AND INVESTMENTS.  The 
Company shall not purchase or acquire, or permit
any of its Subsidiaries to purchase or acquire, or make
any commitment therefor, any capital stock, equity
interest, or any obligations or other securities of, or
any interest in, any Person, or make or commit to make
any Acquisitions, or make or commit to make any advance,
loan, extension of credit or capital contribution to or
any other investment in, any Person including any
Affiliate of the Company, except for:  

          (a)     investments in Cash Equivalents; 

          (b)     extensions of credit in the nature of
accounts receivable or notes receivable arising from the
sale or lease of goods or services in the ordinary
course of business; 

          (c)     extensions of credit by the Company to
any of its Wholly-Owned Subsidiaries or by any of its
Wholly-Owned Subsidiaries to the Company or another of
its Wholly-Owned Subsidiaries, and investments by the
Company or any Guarantor or any of its or their
Subsidiaries in any of the Company's Wholly-Owned
Subsidiaries;

          (d)     investments incurred in order to
consummate Acquisitions, provided that (i)  such
Acquisitions are undertaken in accordance with all
applicable Requirements of Law; (ii) the prior,
effective written consent or approval to such
Acquisition of the board of directors or equivalent
governing body of the acquiree is obtained; and (iii) no
Default or Event of Default shall have occurred either
prior to or subsequent to such Acquisition; 

          (e)     extensions of credit described in
Schedule 8.04 attached hereto, through and including the
maturity date thereof, but not any renewals or
extensions thereof except as otherwise may be specified
in Schedule 8.04; and

          (f)     investments by the Company and its
Subsidiaries not otherwise permitted in Subsections
8.04(a) through (e), which do not exceed $1,000,000 in
the aggregate at any time outstanding.

     8.05     LIMITATION ON SUBSIDIARY INDEBTEDNESS.  
Neither the Guarantors nor any other Subsidiary of
the Company shall create, incur, assume, suffer to
exist, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness,
except:

          (a)     Indebtedness incurred pursuant to this
Agreement;

          (b)     Indebtedness consisting of Contingent
Obligations permitted pursuant to SECTION 8.08; and

          (c)     Indebtedness described on Schedule 8.05.

     8.06     TRANSACTIONS WITH AFFILIATES.  The 
Company shall not, and shall not permit any of
its Subsidiaries to, enter into any transaction with or
make any payment or transfer to any Affiliate of the
Company, except in the ordinary course of business and
upon fair and reasonable terms no less favorable to the
Company or such Subsidiary than would obtain in a
comparable arm's-length transaction with a Person not an
Affiliate of the Company or such Subsidiary.

     8.07     USE OF PROCEEDS.

          (a)     The Company shall not, and shall not
suffer or permit any Subsidiary to, use any portion of
the Loan proceeds or any Letter of Credit, directly or
indirectly, (i) to purchase or carry Margin Stock, (ii)
to repay or otherwise refinance indebtedness of the
Company or others incurred to purchase or carry Margin
Stock, (iii) to extend credit for the purpose of
purchasing or carrying any Margin Stock, or (iv) to
acquire any security in any transaction that is subject
to SECTION 13 or 14 of the Exchange Act. 

          (b)     The Company shall not, and shall not
suffer or permit any Subsidiary to, directly or
indirectly, use any portion of the Loan proceeds or any
Letter of Credit (i) knowingly to purchase Ineligible
Securities from the Arranger during any period in which
the Arranger makes a market in such Ineligible
Securities, (ii) knowingly to purchase during the
underwriting or placement period Ineligible Securities
being underwritten or privately placed by the Arranger,
or (iii) to make payments of principal or interest on
Ineligible Securities underwritten or privately placed
by the Arranger and issued by or for the benefit of the
Company or any Affiliate of the Company.  The Arranger
is a registered broker-dealer and permitted to
underwrite and deal in certain Ineligible Securities;
and "Ineligible Securities" means securities which may
not be underwritten or dealt in by member banks of the
Federal Reserve System under SECTION 16 of the Banking
Act of 1933 (12 U.S.C. S.S. 24, Seventh), as amended.

     8.08     CONTINGENT OBLIGATIONS.  The 
Company shall not, and shall not permit any of
its Subsidiaries to, create, incur, assume or suffer to
exist any Contingent Obligations except:

          (a)     endorsements for collection or deposit
in the ordinary course of business;

          (b)     Swap Contracts entered into in the
ordinary course of business; 

          (c)     guarantees by the Company or any
Subsidiary guaranteeing obligations (other than
obligations for money borrowed) of any Consolidated
Subsidiary in the ordinary course of business and
guarantees by any Guarantor guaranteeing obligations of
the Company provided that such obligations are permitted
under this Agreement;

          (d)     Contingent Obligations of the Company
and its Subsidiaries existing as of the Execution Date
and listed in Schedule 8.08; 

          (e)     obligations under the Earnout (as
defined in the Purchase Agreement) and the Company's
obligations pursuant to the Guarantee and Agreement
executed by the Company pursuant to the Purchase
Agreement;

          (f)     obligations under bid bonds,
performance bonds and fidelity bonds issued for the
account of the Company or its Subsidiaries, obligations
to indemnify or make whole any surety and similar
agreements incurred in the ordinary course of business;

          (g)     this Agreement and the Guaranties; and

          (h)     the guaranties described in Schedule
8.05.

     8.09     RESTRICTED PAYMENTS.  The Company 
shall not, and shall not permit any of
its Subsidiaries to, purchase, redeem or otherwise
acquire for value any shares of its capital stock or any
warrants, rights or options to acquire such shares, now
or hereafter outstanding (collectively "Restricted
Payments"); provided that immediately prior to and after
giving effect to any of the following described
payments, there exists no Default or Event of Default,
the Company and any Subsidiary may: 

          (a)     any Subsidiary may declare and make
Restricted Payments to the Company or any Wholly-Owned
Subsidiary;

          (b)     purchase, redeem or otherwise acquire
shares of its common stock or warrants or options to
acquire any such shares with the proceeds received from
the substantially concurrent issue of new shares of its
common stock; and 

          (c)     the Company may purchase, redeem or
otherwise acquire shares of its common stock to the
extent permitted by the terms of the NBD Subordinated
Indenture, provided, however, that the Company may not
purchase, redeem or otherwise acquire more than
1,000,000 shares in the aggregate in addition to shares
acquired prior to the Execution Date.

     8.10     SUBSIDIARY DIVIDENDS.  The 
Company will not, and it will not permit any of
its Subsidiaries to, be a party to or enter into any
agreement, instrument or other document which prohibits
or restricts in any way, or to otherwise, directly or
indirectly, create or cause or suffer to exist or become
effective any encumbrance or restriction on the ability
of any Subsidiary of the Company to (i) pay dividends or
make any other distributions in respect of its capital
stock or any other equity interest or participation in
any Subsidiary or pay or repay any Indebtedness owed to
the Company or any Subsidiary, (ii) make loans or
advances to the Company or (iii) transfer any of its
properties or assets to the Company or any Subsidiary
(subject to the rights of any holder of a Lien on any
such properties or assets which Lien is a Permitted
Lien).

     8.11     SUBORDINATED NOTES.  The Company 
shall not, and shall not permit any
Subsidiary to:  (i) amend, modify or change, or consent
or agree to any amendment, modification or change to,
any of the terms of the Indentures, the Subordinated
Notes or the guarantees executed in connection
therewith, other than (A) any such amendment or
modification which would extend the maturity or reduce
the amount of any payment of principal thereof or which
would reduce the rate or extend the date of payment of
interest thereon, (B) amendments pursuant to SECTION
9.01(1) and (2) of the NBD Indenture and (C) such other
amendments and modifications acceptable to the Majority
Banks; or (ii) make any payments to the holders of the
Subordinated Notes or to any trustee acting under the
Indentures which is prohibited by the Indentures or
(iii) make any prepayment or redeem in whole or in part
the Subordinated Notes.

     8.12     MINIMUM CONSOLIDATED TANGIBLE NET WORTH.  
From and after the Execution Date, the Company will
maintain at all times Consolidated Tangible Net Worth in
an amount not less than the sum of (i) $96,000,000, plus
(ii) 50% of Consolidated Net Income computed on a
cumulative basis for the period beginning October 1,
1998 and ending on the date of determination (provided
that no negative adjustment will be made in the event
that Consolidated Net Income is a deficit figure for
such period), plus (iii) 75% of the aggregate amount of
the net assets (cash or otherwise) received by the
Company from the issuance of any class of capital stock
after September 30, 1998.

     8.13     MINIMUM INTEREST COVERAGE RATIO.  
The Company shall not permit (as of the end of any
fiscal quarter) the ratio of (i) Consolidated EBITDA
(plus Material Rents) for the four consecutive fiscal
quarters most recently then ended to (ii) Consolidated
Interest Expense (plus Material Rents) for the four
consecutive fiscal quarters most recently then ended (x)
to be less than 2.00 to 1.00, for any period of four
consecutive fiscal quarters ending after the Execution
Date and on or before December 31, 1999, or (y) to be
less than 2.25 to 1.00, for any period of four
consecutive fiscal quarters ending after December 31,
1999.

     8.14     MAXIMUM CAPITALIZATION RATIO.  
From and after the Execution Date, the Company shall
not permit the Capitalization Ratio  (i) to be greater
than 72.5%, at any time prior to December 31, 1999, or
(ii) to be greater than 70.0%, at any time on or after
December 31, 1999.

     8.15     ERISA.  The Company shall not, and shall 
not suffer or permit any of its ERISA Affiliates to:  
(a) engage in a prohibited transaction or violation of the 
fiduciary responsibility rules with respect to any Plan 
which has resulted or could reasonably expected to result in
liability of the Company in an aggregate amount which
could have a Material Adverse Effect; or (b) engage in a
transaction that could be subject to SECTION 4069 or
4212(c) of ERISA.

     8.16     CHANGE IN BUSINESS.  The Company shall not, 
and shall not permit any Subsidiary to, engage in any business 
or activity other than the Principal Business.

     8.17     ACCOUNTING CHANGES.  The Company shall not, and 
shall not suffer or permit any Subsidiary to, make any 
significant change in accounting treatment or reporting 
practices, except as required by GAAP, or change the fiscal 
year of the Company or of any Subsidiary.

                       ARTICLE IX

                    EVENTS OF DEFAULT

     9.01     EVENT OF DEFAULT.  Any of the following
shall constitute an "Event of Default":

          (a)     NON-PAYMENT.  The Company fails to pay, 
(i) when and as required to be paid herein, any amount of 
principal of any Loan, or (ii) within two (2) Business Days 
after the same becomes due, any L/C Obligation or any interest, 
fee or other amount payable hereunder or under any other Loan
Document; or

          (b)     REPRESENTATION OR WARRANTY.  Any 
representation or warranty by the Company or any
Subsidiary made or deemed made herein, in any other Loan
Document, or which is contained in any certificate,
document or financial or other statement by the Company,
any Subsidiary, or any Responsible Officer, furnished at
any time under this Agreement, or in or under any other
Loan Document, is incorrect in any material respect on
or as of the date made or deemed made; or

          (c)     SPECIFIC DEFAULTS.  The Company (i) 
fails to perform or observe any term, covenant or agreement 
contained in Article VIII, and (A) such default shall continue 
unremedied for a period of 15 days after the occurrence 
thereof or (B) the Company shall fail to deliver to the 
Administrative Agent and the Banks satisfactory certification 
and evidence of the remedy thereof within 15 days after the 
occurrence thereof, or (ii) fails to perform or observe any 
term, covenant or agreement contained in SECTION 7.03(a); or

          (d)     OTHER DEFAULTS.  The Company or any 
Subsidiary fails to perform or observe any other term or 
covenant contained in this Agreement or any other Loan 
Document, and such default shall continue unremedied for a 
period of 30 days after the earlier of (i) the date upon which 
a Responsible Officer knew or reasonably should have known of 
such default or (ii) the date upon which written notice
thereof is given to the Company by the Administrative
Agent or any Bank; or

          (e)     CROSS-DEFAULT.  The Company or any Subsidiary 
(i) fails to make any payment in respect of any Indebtedness, 
Contingent Obligation or Commodity Swap having an aggregate
principal amount (including undrawn committed or
available amounts and including amounts owing to all
creditors under any combined or syndicated credit
arrangement) of more than $3,000,000, or any Specified
Swap Contract (whatever the amount), when due (whether
by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure
continues after the applicable grace or notice period,
if any, specified in the relevant document on the date
of such failure; or (ii) fails to perform or observe any
other condition or covenant, or any other event shall
occur or condition exist, under any agreement or
instrument relating to any such Indebtedness, Contingent
Obligation or Commodity Swap having an aggregate
principal amount (including undrawn committed or
available amounts and including amounts owing to all
creditors under any combined or syndicated credit
arrangement) of more than $3,000,000, or any Specified
Swap Contract (whatever the amount), if the effect of
such failure, event or condition is to cause, or to
permit the holder or holders of such Indebtedness or
beneficiary or beneficiaries of such Indebtedness (or a
trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such
Indebtedness, Specified Swap Contract or Commodity Swap
to be declared to be due and payable prior to its stated
maturity, or such Contingent Obligation, Specified Swap
Contract or Commodity Swap to become payable or cash
collateral in respect thereof to be demanded; or (iii)
any Indebtedness, Contingent Obligation or Commodity
Swap of the Company or any Subsidiary in excess of
$3,000,000, or any Specified Swap Contract (whatever the
amount), shall be declared due and payable prior to its
stated maturity or cash collateral is demanded in
respect of such Contingent Obligations, Specified Swap
Contracts or Commodity Swaps; or

          (f)     INSOLVENCY; VOLUNTARY PROCEEDINGS.  
The Company or any Subsidiary (i) generally fails to
pay, or admits in writing its inability to pay, its
debts as they become due, subject to applicable grace
periods, if any, whether at stated maturity or
otherwise; (ii) commences any Insolvency Proceeding with
respect to itself; or (iii) takes any action to
effectuate or authorize any of the foregoing; or

          (g)     INVOLUNTARY PROCEEDINGS.  
(i) Any involuntary Insolvency Proceeding is
commenced or filed against the Company or any Material
Subsidiary, or any writ, judgment, warrant of
attachment, execution or similar process, is issued or
levied against all or a substantial part of the
Company's or any Material Subsidiary's properties, and
any such proceeding or petition shall not be dismissed,
or such writ, judgment, warrant of attachment, execution
or similar process shall not be released, vacated or
fully bonded within 60 days after commencement, filing
or levy; (ii) the Company or any Material Subsidiary
admits the material allegations of a petition against it
in any Insolvency Proceeding, or an order for relief (or
similar order under non-U.S. law) is ordered in any
Insolvency Proceeding; or (iii) the Company or any
Material Subsidiary acquiesces in the appointment of a
receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other
similar Person for itself or a substantial portion of
its property or business; or

          (h)     ERISA.  (i) An ERISA Event shall occur
with respect to a Pension Plan or Multiemployer Plan
which has resulted or could reasonably be expected to
result in liability of the Company or a Subsidiary under
Title IV of ERISA to the Pension Plan, Multiemployer
Plan or the PBGC in an aggregate amount in excess of
$3,000,000 and such amount is not paid when due; or (ii)
the aggregate amount of Unfunded Pension Liability among
all Pension Plans is in an aggregate amount which would
reasonably be expected to cause a Material Adverse
Effect; or

          (i)     MONETARY JUDGMENTS.  One or 
more final judgments, final orders, decrees or
arbitration awards is entered against the Company or any
Subsidiary involving in the aggregate a liability (to
the extent not covered by independent third-party
insurance as to which the insurer does not dispute
coverage) as to any single or related series of
transactions, incidents or conditions, of $3,000,000 or
more, and the same shall remain unsatisfied, unvacated
and unstayed pending appeal for a period of 30 days
after the entry thereof; or

          (j)     CHANGE OF CONTROL.  There occurs any 
Change of Control; or 

          (k)     LOSS OF PERMIT.  Any Governmental 
Authority revokes or fails to renew any material license, 
permit or franchise of the Company or any Material 
Subsidiary, or the Company or any Material Subsidiary for 
any reason loses any material license, permit or franchise, 
or the Company or any Material Subsidiary suffers the 
imposition of any restraining order, escrow, suspension or 
impound of funds in connection with any proceeding (judicial 
or administrative) with respect to any material license,
permit or franchise; or

          (l)     ADVERSE CHANGE.  There occurs a Material 
Adverse Effect; or

          (m)     GUARANTY DEFAULT.  A Guaranty is for any 
reason partially (including with respect to future advances)
or wholly revoked or invalidated, or otherwise ceases to be 
in full force and effect, or such Guarantor or any other 
Person contests in any manner the validity or enforceability 
thereof or denies that it has any further liability or 
obligation thereunder; or any event described at subsections 
(f) or (g) of this SECTION occurs with respect to such
Guarantor; or

          (n)     INVALIDITY OF SUBORDINATION PROVISIONS.  
The subordination provisions of the Indenture or
Subordinated Notes or any agreement or instrument
governing any of the Subordinated Notes is for any
reason revoked or invalidated, the Trustee under either
of the Indentures, any successor trustee thereto or any
other Person contests in any material respect the
validity or enforceability thereof, or the Indebtedness
hereunder does not have the priority contemplated by
this Agreement or the Indenture or such subordination
provisions; or

          (o)     PREPAYMENT OF SUBORDINATED NOTES.  
If the Company or any Subsidiary is required for any
reason to prepay, redeem or purchase in whole or in part
any of the Subordinated Notes during the term of this
Agreement; or

          (p)     COLLATERAL.

               (i) any provision of any 
     Collateral Document shall for any
     reason cease to be valid and binding on or
     enforceable against the Company or any
     Subsidiary party thereto or the Company or
     any Subsidiary shall so state in writing
     or bring an action to limit its
     obligations or liabilities thereunder; or
     
               (ii) any Collateral Document 
     shall for any reason (other than
     pursuant to the terms thereof) cease to
     create a valid security interest in the
     Collateral purported to be covered thereby
     or such security interest shall for any
     reason cease to be a perfected and first
     priority security interest.

     9.02     REMEDIES.  If any Event of Default occurs
and is continuing, the Administrative Agent shall, at
the request of, or may, with the consent of, the
Majority Banks, 

          (a)     declare the commitment of each Bank to
make Loans and any obligation of the Issuing Bank to
Issue Letters of Credit to be terminated, whereupon such
Commitments shall be terminated; 

          (b)     declare an amount equal to the maximum
aggregate amount that is or at any time thereafter may
become available for drawing under any outstanding
Letters of Credit (whether or not any beneficiary shall
have presented, or shall be entitled at such time to
present, the drafts or other documents required to draw
under such Letters of Credit) to be immediately due and
payable, and declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid
thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be
immediately due and payable, without presentment,
demand, protest, notice of intention to accelerate,
notice of acceleration or any other notice of any kind,
all of which are hereby expressly waived by the Company;

          (c)     require cash collateral as set forth
in SECTION 3.09; and

          (d)     exercise on behalf of itself and the
Banks all rights and remedies available to it and the
Banks under the Loan Documents or applicable law;
provided, however, that upon the occurrence of any event
specified in subsection (f) or (g) of SECTION 9.01 (in
the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), the
obligation of each Bank to make Loans and any obligation
of the Issuing Bank to Issue Letters of Credit shall
automatically terminate and the unpaid principal amount
of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and
payable and (y) cash collateral as set forth in SECTION
3.09 shall automatically be due and payable, in each
case without further act of the Administrative Agent,
the Issuing Bank or any Bank and without presentment,
demand, protest, notice of intention to accelerate,
notice of acceleration or any other notice of any kind,
all of which are hereby expressly waived by the Company.

     9.03     RIGHTS NOT EXCLUSIVE.  The rights provided 
for in this Agreement and the other Loan Documents are 
cumulative and are not exclusive of any other rights, powers, 
privileges or remedies provided by law or in equity, or 
under any other instrument, document or agreement now 
existing or hereafter arising.

                         ARTICLE X

                  THE ADMINISTRATIVE AGENT

     10.01     APPOINTMENT AND AUTHORIZATION.

          (a)     Each Bank hereby irrevocably (subject
to SECTION 10.09) appoints, designates and authorizes
the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each
other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other
Loan Document, the Administrative Agent shall not have
any duties or responsibilities, except those expressly
set forth herein, nor shall the Administrative Agent
have or be deemed to have any fiduciary relationship
with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative
Agent.  Without limiting the generality of the foregoing
sentence, the use of the term "agent" in this Agreement
or any other Loan Document with reference to the
Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. 
Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an
administrative relationship between independent
contracting parties.

          (b)     The Issuing Bank shall act on behalf
of the Banks with respect to any Letters of Credit
Issued by it and the documents associated therewith
until such time and except for so long as the
Administrative Agent may agree at the request of the
Majority Banks to act for such Issuing Bank with respect
thereto; provided, however, that the Issuing Bank shall
have all of the benefits and immunities (i) provided to
the Administrative Agent in this Article X with respect
to any acts taken or omissions suffered by the Issuing
Bank in connection with Letters of Credit Issued by it
or proposed to be Issued by it and the application and
agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term
"Administrative Agent", as used in this Article X,
included the Issuing Bank with respect to such acts or
omissions, and (ii) as additionally provided in this
Agreement with respect to the Issuing Bank.

     10.02     DELEGATION OF DUTIES.  
The Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document
by or through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The Administrative
Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it
selects with reasonable care.

     10.03     LIABILITY OF ADMINISTRATIVE AGENT.  
None of the Agent-Related Persons shall (i) be liable
for any action taken or omitted to be taken by any of
them under or in connection with this Agreement or any
other Loan Document or the transactions contemplated
hereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any
of the Banks for any recital, statement, representation
or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof,
contained in this Agreement or in any other Loan
Document, or in any certificate, report, statement or
other document referred to or provided for in, or
received by the Administrative Agent under or in
connection with, this Agreement or any other Loan
Document, or for the value of or title to any
Collateral, or the validity, effectiveness (other than
such Agent-Related Person's own due execution and
delivery), genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document, or for any
failure of the Company or any other party to any Loan
Document to perform its obligations hereunder or
thereunder.  No Agent-Related Person shall be under any
obligation to any Bank to ascertain or to inquire as to
the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books
or records of the Company or any of the Company's
Subsidiaries or Affiliates.

     10.04     RELIANCE BY ADMINISTRATIVE AGENT.

          (a)     The Administrative Agent shall be
entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile,
telex or telephone message, statement or other document
or conversation believed by it to be genuine and correct
and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Company),
independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent shall
be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence
of the Majority Banks as it deems appropriate and, if it
so requests, it shall first be indemnified to its
satisfaction by the Banks against any and all liability
and expense which may be incurred by it by reason of
taking or continuing to take any such action.  The
Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance
with a request or consent of the Majority Banks and such
request and any action taken or failure to act pursuant
thereto shall be binding upon all of the Banks.

          (b)     For purposes of determining compliance
with the conditions specified in SECTION 5.01, each Bank
that has made available to the Administrative Agent its
Pro Rata Share of the initial Credit Extension or
subsequent Credit Extension, as the case may be, shall
be deemed to have consented to, approved or accepted or
to be satisfied with, each document or other matter
either sent by the Administrative Agent to such Bank for
consent, approval, acceptance or satisfaction, or
required thereunder to be consented to or approved by or
acceptable or satisfactory to the Bank as a condition
precedent to such initial Credit Extension or subsequent
Credit Extension, as applicable.

     10.05     NOTICE OF DEFAULT.  
The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or
Event of Default, except with respect to defaults in the
payment of principal, interest and fees required to be
paid to the Administrative Agent for the account of the
Banks, unless the Administrative Agent shall have
received written notice from a Bank or the Company
referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a
"notice of default".  The Administrative Agent will
notify the Banks of its receipt of any such notice. 
Subject to Subsection 10.04(a), the Administrative Agent
shall take such action with respect to such Default or
Event of Default as may be requested by the Majority
Banks in accordance with Article IX; provided, however,
that unless and until the Administrative Agent has
received any such request, the Administrative Agent may
(but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable
or in the best interest of the Banks.

     10.06     CREDIT DECISION.  
Each Bank acknowledges that none of the Agent-Related
Persons has made any representation or warranty to it,
and that no act by any Agent-Related Person hereafter
taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to
constitute any representation or warranty by any Agent-
Related Person to any Bank.  Each Bank represents to the
Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person and based
on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation
into the business, prospects, operations, property,
financial and other condition and creditworthiness of
the Company and its Subsidiaries, the value of and title
to any Collateral and all applicable bank regulatory
laws relating to the transactions contemplated hereby,
and made its own decision to enter into this Agreement
and to extend credit to the Company hereunder.  Each
Bank also represents that it will, independently and
without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem
appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not
taking action under this Agreement and the other Loan
Documents, and to make such investigations as it deems
necessary to inform itself as to the business,
prospects, operations, property, financial and other
condition and creditworthiness of the Company.  Except
for notices, reports and other documents expressly
herein required to be furnished to the Banks by the
Administrative Agent, the Administrative Agent shall not
have any duty or responsibility to provide any Bank with
any credit or other information concerning the business,
prospects, operations, property, financial and other
condition or creditworthiness of the Company which may
come into the possession of any of the Agent-Related
Persons.

     10.07     INDEMNIFICATION.  
Whether or not the transactions contemplated hereby
are consummated, the Banks shall indemnify upon demand
the Agent-Related Persons (to the extent not reimbursed
by or on behalf of the Company and without limiting the
obligation of the Company to do so), pro rata, from and
against any and all Indemnified Liabilities INCLUDING
SUCH INDEMNIFIED LIABILITIES AS MAY ARISE OR BE CAUSED
BY THE NEGLIGENCE, SOLE, JOINT, CONCURRENT, COMPARATIVE
OR OTHERWISE OF SUCH AGENT-RELATED PERSONS; provided,
however, that no Bank shall be liable for the payment to
the Agent-Related Persons of any portion of such
Indemnified Liabilities to the extent the same arise
from such Person's gross negligence or willful
misconduct.  Without limitation of the foregoing, each
Bank shall reimburse the Administrative Agent upon
demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs)
incurred by the Administrative Agent in connection with
the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities
under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the
extent that the Administrative Agent is not reimbursed
for such expenses by or on behalf of the Company.  The
undertaking in this SECTION shall survive the payment of
all Obligations hereunder and the resignation or
replacement of the Administrative Agent.

     10.08     ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY.
Bank of America and its Affiliates may make loans to,
issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial
advisory, underwriting or other business with the
Company and its Subsidiaries and Affiliates as though
Bank of America were not the Administrative Agent or the
Issuing Bank hereunder and without notice to or consent
of the Banks.  The Banks acknowledge that, pursuant to
such activities, Bank of America or its Affiliates may
receive information regarding the Company or its
Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or
such Subsidiary) and acknowledge that the Agent-Related
Persons shall be under no obligation to provide such
information to them.  With respect to its Loans, Bank of
America shall have the same rights and powers under this
Agreement as any other Bank and may exercise the same as
though it were not the Administrative Agent.

     10.09     SUCCESSOR ADMINISTRATIVE AGENT.  
The Administrative Agent may, and at the request of
the Majority Banks shall, resign as Administrative Agent
upon 30 days' notice to the Banks.  If the
Administrative Agent resigns under this Agreement, the
Majority Banks shall appoint from among the Banks a
successor agent for the Banks.  If no successor agent is
appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent
may appoint, after consulting with the Banks, a
successor agent from among the Banks.  Upon the
acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the
rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean
such successor agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative
Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article X
and SECTIONs 11.04 and 11.05 shall inure to its benefit
as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement. 
If no successor agent has accepted appointment as
Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's
resignation shall nevertheless thereupon become
effective and the Banks shall perform all of the duties
of the Administrative Agent hereunder until such time,
if any, as the Majority Banks appoint a successor agent
as provided for above.  Notwithstanding the foregoing,
however, for so long as Bank of America is the Issuing
Bank, then Bank of America may not be removed as the
Administrative Agent at the request of the Majority
Banks unless Bank of America shall also simultaneously
be replaced as "Issuing Bank" hereunder pursuant to
documentation in form and substance reasonably
satisfactory to Bank of America.

     10.10     WITHHOLDING TAX.

          (a)     If any Bank is a "foreign corporation,
partnership or trust" within the meaning of the Code and
such Bank claims exemption from, or a reduction of, U.S.
withholding tax under SECTIONs 1441 or 1442 of the Code,
such Bank agrees with and in favor of the Administrative
Agent, to deliver to the Administrative Agent: 

               (i)     if such Bank claims an
     exemption from, or a reduction of,
     withholding tax under a United States tax
     treaty, two properly completed and
     executed copies of IRS Forms 1001 and W-8
     before the payment of any interest in the
     first calendar year and before the payment
     of any interest in each third succeeding
     calendar year during which interest may be
     paid under this Agreement; 
     
               (ii)     if such Bank claims
     that interest paid under this Agreement is
     exempt from United States withholding tax
     because it is effectively connected with a
     United States trade or business of such
     Bank, two properly completed and executed
     copies of IRS Form 4224 before the payment
     of any interest is due in the first
     taxable year of such Bank and in each
     succeeding taxable year of such Bank
     during which interest may be paid under
     this Agreement, and IRS Form W-9; and
     
               (iii)     such other form or
     forms as may be required under the Code or
     other laws of the United States as a
     condition to exemption from, or reduction
     of, United States withholding tax.  

Such Bank agrees to promptly notify the Administrative
Agent of any change in circumstances which would modify
or render invalid any claimed exemption or reduction.  

          (b)     If any Bank claims exemption from, or
reduction of, withholding tax under a United States tax
treaty by providing IRS Form 1001 and such Bank sells,
assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of the Company
to such Bank, such Bank agrees to notify the
Administrative Agent of the percentage amount in which
it is no longer the beneficial owner of Obligations of
the Company to such Bank.  To the extent of such
percentage amount, the Administrative Agent will treat
such Bank's IRS Form 1001 as no longer valid.  

          (c)     If any Bank claiming exemption from
United States withholding tax by filing IRS Form 4224
with the Administrative Agent sells, assigns, grants a
participation in, or otherwise transfers all or part of
the Obligations of the Company to such Bank, such Bank
agrees to undertake sole responsibility for complying
with the withholding tax requirements imposed by
SECTIONs 1441 and 1442 of the Code.

          (d)     If any Bank is entitled to a reduction
in the applicable withholding tax, the Administrative
Agent may withhold from any interest payment to such
Bank an amount equivalent to the applicable withholding
tax after taking into account such reduction.  If the
forms or other documentation required by subsection (a)
of this SECTION are not delivered to the Administrative
Agent, then the Administrative Agent may withhold from
any interest payment to such Bank not providing such
forms or other documentation an amount equivalent to the
applicable withholding tax imposed by SECTIONs 1441 and
1442 of the Code, without reduction.

          (e)     If the IRS or any other Governmental
Authority of the United States or other jurisdiction
asserts a claim that the Administrative Agent did not
properly withhold tax from amounts paid to or for the
account of any Bank (because the appropriate form was
not delivered or was not properly executed, or because
such Bank failed to notify the Administrative Agent of a
change in circumstances which rendered the exemption
from, or reduction of, withholding tax ineffective, or
for any other reason) such Bank shall indemnify the
Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as
tax or otherwise, including penalties and interest, and
including any taxes imposed by any jurisdiction on the
amounts payable to the Administrative Agent under this
SECTION, together with all costs and expenses (including
Attorney Costs).  The obligation of the Banks under this
subsection shall survive the payment of all Obligations
and the resignation or replacement of the Administrative
Agent.

     10.11     COLLATERAL MATTERS.  

          (a)  The Administrative Agent is authorized on 
behalf of all the Banks, without the necessity of any 
notice to or further consent from the Banks, from time to 
time to take any action with respect to any Collateral or 
the Collateral Documents which may be necessary to perfect
and maintain perfected the security interest in and
Liens upon the Collateral granted pursuant to the
Collateral Documents.

          (b)     The Banks irrevocably authorize the
Administrative Agent, at its option and in its
discretion, to release any Lien granted to or held by
the Administrative Agent upon any Collateral (i) upon
termination of the Commitments and payment in full of
all Loans and all other Obligations known to the
Administrative Agent and payable under this Agreement or
any other Loan Document; (ii) constituting property sold
or to be sold or disposed of as part of or in connection
with any disposition permitted hereunder;
(iii) constituting property in which the Company or any
Subsidiary owned no interest at the time the Lien was
granted or at any time thereafter; (iv) constituting
property leased to the Company or any Subsidiary under a
lease which has expired or been terminated in a
transaction permitted under this Agreement or is about
to expire and which has not been, and is not intended by
the Company or such Subsidiary to be, renewed or
extended; (v) consisting of an instrument evidencing
Indebtedness or other debt instrument, if the
indebtedness evidenced thereby has been paid in full; or
(vi) if approved, authorized or ratified in writing by
the Majority Banks or all the Banks, as the case may be,
as provided in subsection 11.01(f).  Upon request by the
Administrative Agent at any time, the Banks will confirm
in writing the Administrative Agent's authority to
release particular types or items of Collateral pursuant
to this subsection 10.11(b), provided that the absence
of any such confirmation for whatever reason shall not
affect the Administrative Agent's rights under this
SECTION 10.11.

          (c)     Each Bank agrees with and in favor of
each other (which agreement shall not be for the benefit
of the Company or any Subsidiary) that the Company's
obligation to such Bank under this Agreement and the
other Loan Documents is not and shall not be secured by
any real property collateral now or hereafter acquired
by such Bank.

                      ARTICLE XI

                    MISCELLANEOUS

     11.01     AMENDMENTS AND WAIVERS.  No amendment or
waiver of any provision of this Agreement or any other
Loan Document, and no consent with respect to any
departure by the Company or any applicable Subsidiary
therefrom, shall be effective unless the same shall be
in writing and signed by the Majority Banks (or by the
Administrative Agent at the written request of the
Majority Banks) and the Company and acknowledged by the
Administrative Agent, and then any such waiver or
consent shall be effective only in the specific instance
and for the specific purpose for which given; provided,
however, that no such waiver, amendment, or consent
shall, unless in writing and signed by all the Banks and
the Company and acknowledged by the Administrative
Agent, do any of the following:

          (a)     increase or extend the Commitment of
any Bank (or reinstate any Commitment terminated
pursuant to SECTION 9.02;

          (b)     postpone or delay any date fixed by
this Agreement or any other Loan Document for any
payment of principal, interest, fees or other amounts
due to the Banks (or any of them) hereunder or under any
other Loan Document;

          (c)     reduce the principal of, or the rate
of interest specified herein on any Loan, or (subject to
clause (iii) below) any fees or other amounts payable
hereunder or under any other Loan Document;

          (d)     change the percentage of the
Commitments or of the aggregate unpaid principal amount
of the Loans which is required for the Banks or any of
them to take any action hereunder; or

          (e)     amend this SECTION, or SECTION 2.13 or
any provision herein providing for consent or other
action by all Banks; or

          (f)     discharge any Guarantor, or, except as
otherwise provided in SECTION 10.11(b), release any
portion of the Collateral, except as otherwise may be
provided in the Collateral Documents or except where the
consent of the Majority Banks only is specifically
provided for;

and, provided further, that (i) no amendment, waiver or
consent shall, unless in writing and signed by the
Issuing Bank in addition to the Majority Banks or all
the Banks, as the case may be, affect the rights or
duties of the Issuing Bank under this Agreement or any
L/C-Related Document relating to any Letter of Credit
Issued or to be Issued by it, (ii) no amendment, waiver
or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Majority Banks
or all the Banks, as the case may be, affect the rights
or duties of the Administrative Agent under this
Agreement or any other Loan Document, and (iii) the Fee
Letters may be amended, or rights or privileges
thereunder waived, only in a writing executed by the
parties thereto.

     11.02     NOTICES.

          (a)     All notices, requests, consents,
approvals, waivers and other communications shall be in
writing (including, unless the context expressly
otherwise provides, by facsimile transmission, provided
that any matter transmitted by the Company by facsimile
(i) shall be immediately confirmed by a telephone call
to the recipient at the number specified on Schedule
11.02, and (ii) shall be followed promptly by delivery
of a hard copy original thereof) and mailed, faxed or
delivered, to the address or facsimile number specified
for notices on Schedule 11.02; or, as directed to the
Company or the Administrative Agent, to such other
address as shall be designated by such party in a
written notice to the other parties, and as directed to
any other party, at such other address as shall be
designated by such party in a written notice to the
Company and the Administrative Agent.

          (b)     All such notices, requests and
communications shall, when transmitted by overnight
delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible
form by facsimile machine, respectively, or if mailed,
upon the third Business Day after the date deposited
into the U.S. mail, or if delivered, upon delivery;
except that notices pursuant to Article II, III or X
shall not be effective until actually received by the
Administrative Agent, and notices pursuant to Article
III to the Issuing Bank shall not be effective until
actually received by the Issuing Bank at the address
specified for the "Issuing Bank" on the applicable
signature page hereof. 

          (c)     Any agreement of the Administrative
Agent and the Banks herein to receive certain notices by
telephone or facsimile is solely for the convenience and
at the request of the Company.  The Administrative Agent
and the Banks shall be entitled to rely on the authority
of any Person purporting to be a Person authorized by
the Company to give such notice and the Administrative
Agent and the Banks shall not have any liability to the
Company or other Person on account of any action taken
or not taken by the Administrative Agent or the Banks in
reliance upon such telephonic or facsimile notice.  The
obligation of the Company to repay the Loans and L/C
Obligations shall not be affected in any way or to any
extent by any failure by the Administrative Agent and
the Banks to receive written confirmation of any
telephonic or facsimile notice or the receipt by the
Administrative Agent and the Banks of a confirmation
which is at variance with the terms understood by the
Administrative Agent and the Banks to be contained in
the telephonic or facsimile notice.

     11.03     NO WAIVER; CUMULATIVE REMEDIES.  
No failure to exercise and no delay in exercising, on
the part of the Administrative Agent or any Bank, any
right, remedy, power or privilege hereunder, shall
operate as a waiver thereof;  nor shall any single or
partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right,
remedy, power or privilege.

     11.04     COSTS AND EXPENSES.  The Company shall:

          (a)     whether or not the transactions
contemplated hereby are consummated, pay or reimburse
the Administrative Agent, and the Issuing Bank within
five Business Days after demand (subject to subsection
5.01(f)) for all reasonable costs and expenses incurred
by the Administrative Agent and the Issuing Bank in
connection with the development, preparation, delivery,
administration and execution of, and any amendment,
supplement, waiver or modification to (in each case,
whether or not consummated), this Agreement, any Loan
Document and any other documents prepared in connection
herewith or therewith, and the consummation of the
transactions contemplated hereby and thereby, including
Attorney Costs incurred by the Administrative Agent and
the Issuing Bank with respect thereto; and

          (b)     pay or reimburse the Administrative
Agent, the Arranger and each Bank within five Business
Days after demand (subject to subsection 5.01(f)) for
all costs and expenses (including Attorney Costs)
incurred by each of them in connection with the
enforcement, attempted enforcement, or preservation of
any rights or remedies under this Agreement or any other
Loan Document during the existence of an Event of
Default or after acceleration of the Loans (including in
connection with any "workout" or restructuring regarding
the Loans, and including in any Insolvency Proceeding or
appellate proceeding).

     11.05     INDEMNITY.  

     (a) Whether or not the transactions contemplated
hereby are consummated, the Company shall indemnify,
defend and hold the Agent-Related Persons, and each Bank
and each of their respective officers, directors,
employees, counsel, agents and attorneys-in-fact (each,
an "Indemnified Person") harmless from and against any
and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, charges,
expenses and disbursements (including Attorney Costs) of
any kind or nature whatsoever which may at any time
(including at any time following repayment of the Loans,
the termination of the Letters of Credit and the
termination, resignation or replacement of the
Administrative Agent or replacement of any Bank)  be
imposed on, incurred by or asserted against any such
Person in any way relating to or arising out of this
Agreement or any document contemplated by or referred to
herein, or the transactions contemplated hereby, or any
action taken or omitted by any such Person under or in
connection with any of the foregoing, including with
respect to any investigation, litigation or proceeding
(including any Insolvency Proceeding or appellate
proceeding) related to or arising out of this Agreement
or the Loans or Letters of Credit or the use of the
proceeds thereof (excluding, however, any action arising
solely among the Banks in their capacities as Banks),
whether or not any Indemnified Person is a party thereto
(all the foregoing, collectively, the "Indemnified
Liabilities"); provided, that the Company shall have no
obligation hereunder to any Indemnified Person with
respect to Indemnified Liabilities to the extent same
arise from the gross negligence or willful misconduct of
such Indemnified Person. The agreements in this SECTION
shall survive payment of all other Obligations.

          (b)     (i)     The Company shall indemnify,
defend and hold harmless each Indemnified Person, from
and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits,
costs, charges, expenses or disbursements (including
Attorney Costs and the allocated cost of internal
environmental audit or review services), which may be
incurred by or asserted against such Indemnified Person
in connection with or arising out of any pending or
threatened investigation, litigation or proceeding, or
any action taken by any Person, with respect to any
Environmental Claim.  No action taken by legal counsel
chosen by the Administrative Agent or any Bank in
defending against any such investigation, litigation or
proceeding or requested remedial, removal or response
action shall vitiate or any way impair the Company's
obligation and duty hereunder to indemnify and hold
harmless the Administrative Agent and each Bank.

               (ii)     In no event shall any site
visit, observation, or testing by the Administrative
Agent or any Bank (or any contractee of the
Administrative Agent or any Bank) be deemed a
representation or warranty that Hazardous Materials are
or are not present in, on, or under, any site, or that
there has been or shall be compliance with any
Environmental Law.  Neither the Company nor any other
Person is entitled to rely on any site visit,
observation, or testing by the Administrative Agent or
any Bank.  Neither the Administrative Agent nor any Bank
owes any duty of care to protect the Company or any
other Person against, or to inform the Company or any
other party of, any Hazardous Materials or any other
adverse condition affecting any site or property. 
Neither the Administrative Agent nor any Bank shall be
obligated to disclose to the Company or any other Person
any report or findings made as a result of, or in
connection with, any site visit, observation, or testing
by the Administrative Agent or any Bank.  Indemnified
Parties hereby reserve the right, and the Company hereby
expressly authorizes any Indemnified Party, to make
available to any party (including any governmental
agency or authority) any and all reports, whether
prepared by any Indemnified Party or prepared by the
Company and provided to any Indemnified Party
(collectively, "Environmental Reports") that any
Indemnified Party may have with respect to the property
owned or used by the Company or any of its Subsidiaries,
to the extent required in accordance with any
Requirement of Law or by any Governmental Authority.

          (c)     THE INDEMNIFICATION OBLIGATIONS OF THE
COMPANY CONTAINED IN THIS AGREEMENT SHALL APPLY WHETHER
OR NOT SUCH INDEMNIFIED LIABILITIES ARISE OUT OF OR AS A
RESULT OF ANY INDEMNIFIED PARTIES' NEGLIGENCE IN WHOLE
OR IN PART, INCLUDING, WITHOUT LIMITATION, THOSE CLAIMS
WHICH RESULT FROM THE SOLE, JOINT, CONCURRENT OR
COMPARATIVE NEGLIGENCE OF THE INDEMNIFIED PARTY, OR ANY
ONE OR MORE OF THEM.  The agreements in this SECTION
11.05 shall survive payment of all other Obligations.

     11.06     PAYMENTS SET ASIDE.  
To the extent that the Company makes a payment to the
Administrative Agent or the Banks, or the Administrative
Agent or the Banks exercise their right of set-off, and
such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by
the Administrative Agent or such Bank in its discretion)
to be repaid to a trustee, receiver or any other party,
in connection with any Insolvency Proceeding or
otherwise, then (a) to the extent of such recovery the
obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such
set-off had not occurred, and (b) each Bank severally
agrees to pay to the Administrative Agent upon demand
its pro rata share of any amount so recovered from or
repaid by the Administrative Agent.

     11.07     SUCCESSORS AND ASSIGNS.  
The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that the
Company may not assign or transfer any of its rights or
obligations under this Agreement without the prior
written consent of the Administrative Agent and each
Bank.

     11.08     ASSIGNMENTS, PARTICIPATIONS, ETC.

          (a)     Any Bank (including the Issuing Bank)
may, with the prior written consent of the Company (at
all times other than during the existence of an Event of
Default) which consent of the Company shall not be
unreasonably withheld and written consent of the
Administrative Agent, at any time assign and delegate to
one or more Eligible Assignees (provided that no written
consent of the Company or the Administrative Agent shall
be required in connection with any assignment and
delegation by the Bank to an Eligible Assignee that is
an Affiliate of such Bank) (each an "Assignee") all, or
any ratable part of all, of the Loans, the Commitments,
the L/C Obligations and the other rights and obligations
of such Bank hereunder, in a minimum amount of 
$10,000,000; provided, however, that (i) the Company and
the Administrative Agent may continue to deal solely and
directly with such Bank in connection with the interest
so assigned to an Assignee until (A) written notice of
such assignment, together with payment instructions,
addresses and related information with respect to the
Assignee, shall have been given to the Company and the
Administrative Agent by such Bank and the Assignee;
(B) such Bank and its Assignee shall have delivered to
the Company and the Administrative Agent an Assignment
and Acceptance in the form of Exhibit "E" ("Assignment
and Acceptance") together with any Note or Notes subject
to such assignment and (C) the assignor Bank or Assignee
has paid to the Administrative Agent a processing fee in
the amount of $3,500.00, and (ii) if the assignor Bank
or any of its Affiliates is a Swap Provider with respect
to any Specified Swap Contract, such Bank shall not
assign all of its interest in the Loans and the
Commitments to an Assignee unless such Assignee, or an
Affiliate of such Assignee, shall also assume all rights
and obligations of such assignor Bank or Affiliate with
respect to such Specified Swap Contracts, with the
consent of the Company.

          (b)     From and after the date that the
Administrative Agent notifies the assignor Bank that it
has received (and provided its consent with respect to)
an executed Assignment and Acceptance and payment of the
above-referenced processing fee, (i) the Assignee
thereunder shall be a party hereto and, to the extent
that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Acceptance, shall
have the rights and obligations of a Bank under the Loan
Documents, and (ii) the assignor Bank shall, to the
extent that rights and obligations hereunder and under
the other Loan Documents have been assigned by it
pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under
the Loan Documents.

          (c)     Within five Business Days after its
receipt of notice by the Administrative Agent that it
has received an executed Assignment and Acceptance and
payment of the processing fee, (and provided that it
consents to such assignment in accordance with
Subsection 11.08(a)) the Company shall execute and
deliver to the Administrative Agent, new Notes
evidencing such Assignee's assigned Loans and Commitment
and, if the assignor Bank has retained a portion of its
Loans and its Commitment, replacement Notes in the
principal amount of the Loans retained by the assignor
Bank (such Notes to be in exchange for, but not in
payment of, the Notes held by such Bank).  Immediately
upon each Assignee's making its processing fee payment
under the Assignment and Acceptance, this Agreement
shall be deemed to be amended to the extent, but only to
the extent, necessary to reflect the addition of the
Assignee and the resulting adjustment of the Commitments
arising therefrom. The Commitment allocated to each
Assignee shall reduce such Commitments of the assigning
Bank pro tanto.

          (d)     Any Bank may at any time sell to one
or more commercial banks or other Persons not Affiliates
of the Company (a "Participant") participating interests
in any Loans, the Commitment of that Bank and the other
interests of that Bank (the "originating Bank")
hereunder and under the other Loan Documents; provided,
however, that (i) the originating Bank's obligations
under this Agreement shall remain unchanged, the
originating Bank shall remain a Bank for all purposes
hereof and the other Loan Documents to which such
originating Bank is a party, and the Participant may not
become a Bank for purposes hereof or for any other of
the Loan Documents, (ii) the originating Bank shall
remain solely responsible for the performance of such
obligations, (iii) the Company, the Issuing Bank and the
Administrative Agent shall continue to deal solely and
directly with the originating Bank in connection with
the originating Bank's rights and obligations under this
Agreement and the other Loan Documents, and (iv) no Bank
shall transfer or grant any participating interest under
which the Participant has rights to approve any
amendment to, or any consent or waiver with respect to,
this Agreement or any other Loan Document, except to the
extent such amendment, consent or waiver would require
unanimous consent of the Banks as described in the first
proviso to SECTION 11.01. In the case of any such
participation, the Participant shall not have any rights
under this Agreement, or any of the other Loan Documents
(the Participant's rights against the granting Bank in
respect of such participation being those set forth in
the agreement creating or evidencing such participation
with such Bank), and all amounts payable by the Company
hereunder shall be determined as if such Bank had not
sold such participation; except that, if amounts
outstanding under this Agreement are due and unpaid, or
shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of set-off
in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly
to it as a Bank under this Agreement.

          (e)     Notwithstanding any other provision in
this Agreement, any Bank may at any time create a
security interest in, or pledge, all or any portion of
its rights under and interest in this Agreement and the
Notes held by it in favor of any Federal Reserve Bank in
accordance with Regulation A of the FRB or U.S. Treasury
Regulation 31 CFR S.S. 203.14, and such Federal Reserve Bank
may enforce such pledge or security interest in any
manner permitted under applicable law.

          11.09     CONFIDENTIALITY.  
Each Bank agrees to take normal and reasonable
precautions and exercise due care to maintain the
confidentiality of all information identified as
"confidential" or "secret"  by the Company and provided
to it by the Company or any of its Subsidiaries, or by
the Administrative Agent on such Company's or
Subsidiary's behalf, under or in connection with this
Agreement or any other Loan Document, and neither it nor
any of its Affiliates shall use any such information
other than in connection with or in enforcement of this
Agreement and the other Loan Documents or in connection
with other business now or hereafter existing or
contemplated with the Company or any Subsidiary; except
to the extent such information (i) was or becomes
generally available to the public other than as a result
of disclosure by the Bank, or (ii) was or becomes
available on a  non-confidential basis from a source
other than the Company, provided that such source is not
bound by a confidentiality agreement with the Company
known to the Bank; provided, however, that any Bank may
disclose such information (A) at the request or pursuant
to any requirement of any Governmental Authority to
which the Bank is subject or in connection with an
examination of such Bank by any such authority; (B)
pursuant to subpoena or other court process; (C) when
required to do so in accordance with the provisions of
any applicable Requirement of Law; (D) to the extent
reasonably required in connection with any litigation or
proceeding to which the Administrative Agent, any Bank
or their respective Affiliates may be party; (E) to the
extent reasonably required in connection with the
exercise of any remedy hereunder or under any other Loan
Document; (F) to such Bank's independent auditors and
other professional advisors; (G) to any Affiliate of
such Bank, or to any Participant or Assignee, actual or
potential, provided that such Affiliate, Participant or
Assignee agrees to keep such information confidential to
the same extent required of the Banks hereunder, and (H)
as to any Bank, as expressly permitted under the terms
of any other document or agreement regarding
confidentiality to which the Company is party or is
deemed party with such Bank.

     11.10     SET-OFF.  
In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the
Loans have been accelerated, each Bank is authorized at
any time and from time to time, without prior notice to
the Company, any such notice being waived by the Company
to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or
demand, provisional or final) at any time held by, and
other indebtedness at any time owing by, such Bank to or
for the credit or the account of the Company against any
and all Obligations owing to such Bank, now or hereafter
existing, irrespective of whether or not the
Administrative Agent or such Bank shall have made demand
under this Agreement or any Loan Document and although
such Obligations may be contingent or unmatured.  Each
Bank agrees promptly to notify the Company and the
Administrative Agent after any such set-off and
application made by such Bank; provided, however, that
the failure to give such notice shall not affect the
validity of such set-off and application.

     11.11     INTEREST.  
It is the intention of the parties hereto to comply
with applicable usury laws; accordingly, notwithstanding
any provision to the contrary in this Agreement, the
Notes or in any of the other Loan Documents securing the
payment hereof or otherwise relating hereto, in no event
shall this Agreement, the Notes or such other Loan
Documents require the payment or permit the payment,
taking, reserving, receiving, collection, or charging of
any sums constituting interest under applicable laws, if
any, which exceed the maximum amount permitted by such
laws.  If any such excess interest is called for,
contracted for, charged, taken, reserved, or received in
connection with the Loans evidenced by the Notes or in
any of the Loan Documents securing the payment thereof
or otherwise relating thereto, or in any communication
by the Administrative Agent or the Banks or any other
person to the Company or any other person, or in the
event all or part of the principal or interest thereof
shall be prepaid or accelerated, so that under any of
such circumstances or under any other circumstance
whatsoever the amount of interest contracted for,
charged, taken, reserved, or received on the amount of
principal actually outstanding from time to time under
the Notes shall exceed the maximum amount of interest
permitted by applicable usury laws, then in any such
event it is agreed as follows:  (i) the provisions of
this paragraph shall govern and control, (ii) neither
the Company nor any other person or entity now or
hereafter liable for the payment of the Notes shall be
obligated to pay the amount of such interest to the
extent such interest is in excess of the maximum amount
of interest permitted by applicable usury laws, (iii)
any such excess which is or has been received
notwithstanding this paragraph shall be credited against
the then unpaid principal balance of the Notes or, if
the Notes have been or would be paid in full, refunded
to the Company, and (iv) the provisions of this
Agreement, the Notes and the other Loan Documents
securing the payment hereof and otherwise relating
hereto, and any communication to the Company, shall
immediately be deemed reformed and such excess interest
reduced, without the necessity of executing any other
document, to the maximum lawful rate allowed under
applicable laws as now or hereafter construed by courts
having jurisdiction hereof or thereof.  Without limiting
the foregoing, all calculations of the rate of the
interest contracted for, charged, taken, reserved, or
received in connection with the Notes or this Agreement
which are made for the purpose of determining whether
such rate exceeds the maximum lawful rate shall be made
to the extent permitted by applicable laws by
amortizing, prorating, allocating and spreading during
the period of the full term of the Loans, including all
prior and subsequent renewals and extensions, all
interest at any time contracted for, charged, taken,
reserved, or received.  The terms of this paragraph
shall be deemed to be incorporated in every document and
communication relating to the Notes, the Loans or any
other Loan Document.

     11.12     INDEMNITY AND SUBROGATION.  
In addition to all such rights of indemnity and
subrogation as the Guarantors may have under applicable
law, the Company agrees that in the event a payment
shall be made by any Guarantor under a Guaranty in
respect of a Loan to the Company, the Company shall
indemnify such Guarantor for the full amount of such
payment and such Guarantor shall be subrogated to the
rights of the person to whom such payment shall have
been made to the extent of such payment subject to the
provisions of the Guaranty executed by such Guarantor. 
Notwithstanding any provision of this Agreement to the
contrary, all rights of the Guarantors under this
SECTION 11.12 and all other rights of indemnity,
contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the
indefeasible payment in full of the Obligations, and no
payments may be made in respect of such rights of
indemnity, contribution or subrogation until all the
Obligations have been paid in full, all Commitments have
expired and all Letters of Credit have expired.  No
failure on the part of the Company to make the payments
required by this SECTION (or any other payments required
under applicable law or otherwise) shall in any respect
limit the obligations and liabilities of any Guarantor
with respect to any Guaranty, and each Guarantor shall
remain liable for the full amount of the obligation of
such Guarantor under each such Guaranty in accordance
therewith.

     11.13     AUTOMATIC DEBITS OF FEES.  
With respect to any commitment fee, arrangement fee,
letter of credit fee or other fee, or any other cost or
expense (including Attorney Costs) due and payable to
the Administrative Agent, the Issuing Bank, Bank of
America or the Arranger under the Loan Documents, the
Company hereby irrevocably authorizes Bank of America,
after giving reasonable prior notice to the Company, to
debit any deposit account of the Company with Bank of
America in an amount such that the aggregate amount
debited from all such deposit accounts does not exceed
such fee or other cost or expense.  If there are
insufficient funds in such deposit accounts to cover the
amount of the fee or other cost or expense then due,
such debits will be reversed (in whole or in part, in
Bank of America's sole discretion) and such amount not
debited shall be deemed to be unpaid.  No such debit
under this SECTION shall be deemed a set-off.

     11.14     NOTIFICATION OF ADDRESSES, LENDING OFFICES, 
ETC.  Each Bank shall notify the Administrative Agent in
writing of any changes in the address to which notices
to the Bank should be directed, of addresses of any
Lending Office, of payment instructions in respect of
all payments to be made to it hereunder and of such
other administrative information as the Administrative
Agent shall reasonably request.

     11.15     COUNTERPARTS.  This Agreement may be
executed in any number of separate counterparts, each of
which, when so executed, shall be deemed an original,
and all of said counterparts taken together shall be
deemed to constitute but one and the same instrument. 

     11.16     SEVERABILITY.  
The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement
required hereunder shall not in any way affect or impair
the legality or enforceability of the remaining
provisions of this Agreement or any instrument or
agreement required hereunder.

     11.17     NO THIRD PARTIES BENEFITTED.  
This Agreement is made and entered into for the sole
protection and legal benefit of the Company, the Banks,
the Administrative Agent and the Agent-Related Persons,
and their permitted successors and assigns, and no other
Person shall be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or
claim in connection with, this Agreement or any of the
other Loan Documents.

     11.18     GOVERNING LAW.

          (a)     THIS AGREEMENT AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF CALIFORNIA AND APPLICABLE FEDERAL LAW;
AND THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.

          (b)     ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY
BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR
OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF
CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF THE COMPANY, THE AGENT AND THE BANKS
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF
THE COMPANY, THE AGENT AND THE BANKS IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.  THE
COMPANY, THE AGENT AND THE BANKS EACH WAIVE PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, AND
CONSENT TO THE SERVICE OF PROCESS IN ANY SUCH LEGAL
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT
ITS ADDRESS SET FORTH IN SCHEDULE 11.02,  SUCH SERVICE
TO BECOME EFFECTIVE TEN DAYS AFTER SUCH MAILING. 
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR
ANY BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.

     11.19     WAIVER OF JURY TRIAL.  
THE COMPANY, THE BANKS AND THE AGENT EACH WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE.  THE COMPANY, THE BANKS AND THE AGENT EACH
AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY
OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

     11.20     ENTIRE AGREEMENT.  
This Agreement, together with the other Loan
Documents, embodies the entire agreement and
understanding among the Company, the Banks and the
Administrative Agent, and supersedes all prior or
contemporaneous agreements and understandings of such
Persons, verbal or written, relating to the subject
matter hereof and thereof.

     THIS WRITTEN LOAN AGREEMENT, TOGETHER WITH THE
OTHER WRITTEN LOAN DOCUMENTS EXECUTED IN CONNECTION
HEREWITH, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.


        [SIGNATURES BEGIN ON THE FOLLOWING PAGE]

<PAGE>
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered by
their proper and duly authorized officers as of the day
and year first above written.



                  GIANT INDUSTRIES, INC.



                  By: /s/ Mark B. Cox
                     ---------------------------------
                  Name:   Mark B. Cox
                       -------------------------------
                  Title:  Treasurer
                        ------------------------------

             [THIS IS A SIGNATURE PAGE TO THE 
          GIANT INDUSTRIES, INC. CREDIT AGREEMENT]
<PAGE>
<PAGE>
                  BANK OF AMERICA NATIONAL TRUST 
                  AND SAVINGS ASSOCIATION, as 
                  Administrative Agent,
                  as Letter of Credit Issuing Bank and 
                  as a Bank



                  By /s/ Claire M. Liu
                    -----------------------------------
                    Claire M. Liu
                    Managing Director

             [THIS IS A SIGNATURE PAGE TO THE 
         GIANT INDUSTRIES, INC. CREDIT AGREEMENT]

<PAGE>
<PAGE>
                  UNION BANK OF CALIFORNIA, N.A.




                  By:   /s/ Walter M. Roth
                    -----------------------------------
                  Name:     Walter M. Roth
                       --------------------------------
                  Title:    Vice President
                        -------------------------------

             [THIS IS A SIGNATURE PAGE TO THE 
          GIANT INDUSTRIES, INC. CREDIT AGREEMENT]



<PAGE>
<PAGE>
                  BANK ONE, ARIZONA, INC.




                  By: /s/ Dennis Bourgeois
                    -----------------------------------
                  Name:   Dennis Bourgeois
                       --------------------------------
                  Title:  Senior Vice President
                        -------------------------------

             [THIS IS A SIGNATURE PAGE TO THE 
          GIANT INDUSTRIES, INC. CREDIT AGREEMENT]          



<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                            SCHEDULE 1.01A

                          ACQUISITION EBITDA


                                           ATTRIBUTED EBITDA
                                       --------------------------
                        1ST QUARTER    2ND QUARTER   3RD QUARTER   4TH QUARTER 
SUBJECT ACQUISITION         1998          1998           1998          1998
--------------------    ------------   -----------   ------------  -----------
<S>                     <C>            <C>           <C>               <C>
DeGuelle Acquisition      438,088.00           -0-            -0-      -0-
Kaibab Acquisition      1,316,437.50   987,328.12    2,961,984.38      -0-

</TABLE>




<PAGE>
<PAGE>
                      SCHEDULE 1.01B

            PREFERRED ELIGIBLE ACCOUNT OBLIGORS


                                     
      Amoco Corporation
      BP Oil Company
      Chevron USA Inc.
      Conoco Inc.
      Exxon Company USA
      Koch Industries Inc.
      Mobil Oil Corporation
      Shell Oil Company
      Texaco Trading & Transportation Inc.
      Texaco USA Inc.

<PAGE>
<PAGE>
                          SCHEDULE 2.01

                           COMMITMENTS



BANK                                COMMITMENT   PRO RATA SHARE
--------------------------------   ------------  --------------
Bank of America National
   Trust and Savings Association   $25,000,000    38.46153846%

Union Bank of California, N.A.     $20,000,000    30.76923077%

Bank One, Arizona, N.A.            $20,000,000    30.76923077%

         TOTAL:                 $65,000,000.00   100.00000000%


<PAGE>
<PAGE>
                             SCHEDULE 2.02

Pricing Chart
(Expressed in percent per annum)


PRICING LEVEL           LEVEL I  LEVEL II  LEVEL III  LEVEL IV
----------------------  -------  --------  ---------  --------
APPLICABLE MARGIN-
OFFSHORE RATE LOANS      1.000     1.250     1.500      2.000

APPLICABLE MARGIN-
BASE RATE LOANS          0.000     0.000     0.000      0.000

RISK PARTICIPATION FEE   1.000     1.250     1.500      2.000

COMMITMENT FEE           0.325     0.350     0.375      0.500


Level I shall apply if the Company's Leverage Ratio is
less than or equal to 2.5:1.0.  Level II shall apply if
the Company's Leverage Ratio is greater than 2.5:1.0,
but less than or equal to 3.5:1.0.  Level III shall
apply if the Company's Leverage Ratio is greater than
3.5:1.0, but less than or equal to 4.5:1.0.  Level IV
shall apply if the Company's Leverage Ratio is greater
than 4.5:1.0.  Each adjustment of the Applicable
Margins, the Risk Participation Fee and the Commitment
Fee shall be made by the Administrative Agent and shall
be effective as of the earlier of (a) the date upon
which the Company delivers a Compliance Certificate to
the Administrative Agent pursuant to SECTION 7.02(b)
reflecting a changed pricing level (accompanied and
supported by the financial statements with respect to
which such Compliance Certificate is required to be
delivered) and (b) the date upon which the Company is
required by SECTION 7.02(b) to deliver such Compliance
Certificate; provided, however, that, if a Compliance
Certificate is not delivered by the date required in
SECTION 7.02(b), then, subject to the other provisions
of this Agreement, commencing on the date such
Compliance Certificate was required until such
Compliance Certificate is delivered, the Applicable
Margins, the Risk Participation Fee and the Commitment
Fee shall be those indicated for Level IV, and from and
after the date such Compliance Certificate is thereafter
received, the Applicable Margins, the Risk Participation
Fee and the Commitment Fee shall be as determined from
such Compliance Certificate; provided, further, that,
until the Administrative Agent's receipt of the first
Compliance Certificate required to be delivered after
the Execution Date, the Applicable Margins, the Risk
Participation Fee and the Commitment Fee shall be those
indicated for Level III.<PAGE>
<PAGE>
                      SCHEDULE 3.03

                EXISTING BANK OF AMERICA
                    LETTERS OF CREDIT


Letters of Credit Issued by Bank of America National
Trust and Savings Association

            L/C No.       Outstanding Amount
            -------       ------------------

       1.   0221969         $    6,000.00
       2.   0221973             40,000.00
       3.   0222419             28,000.00
       4.   0222564            400,000.00
       5.   LASB # 225605       85,000.00
       6.   7400537             79,582.05
       7.   7262813         11,400,000.00
       8.   7354858            776,840.00
                           --------------
            Total:         $12,815,422.05
                           ==============




<PAGE>
<PAGE>
                        SCHEDULE 6.11

                  UNDISCLOSED LIABILITIES


                           None
<PAGE>
<PAGE>
                       SCHEDULE 6.16

           SUBSIDIARIES AND MINORITY INTERESTS


(a) SUBSIDIARIES
     
The following are wholly-owned Subsidiaries of the
Company:
     
    Giant Exploration & Production Company, a Texas corporation
    Giant Industries Arizona, Inc., an Arizona corporation
     
The following are wholly-owned Subsidiaries of Giant
Industries Arizona, Inc.:
     
    Ciniza Production Company, a New Mexico corporation
    San Juan Refining Company, a New Mexico corporation
    Giant Four Corners, Inc., an Arizona corporation
    Phoenix Fuel Company, an Arizona corporation
    DeGuelle Oil Company, a Colorado corporation
    Giant Mid-Continent, Inc., an Arizona corporation
    Giant Stop-N-Go of New Mexico, a New Mexico corporation
    Ciniza Pipe Line Inc., a New Mexico corporation (Inactive)
    Giant Refining Company, a New Mexico corporation (Inactive)
     
(b) EQUITY INVESTMENTS

    None
<PAGE>
<PAGE>
                         SCHEDULE 8.01

                        PERMITTED LIENS


MetLife Capital Corporation      -   Two Service Stations

MetLife Capital Corporation      -   Corporate Airplane

Miscellaneous Liens, including
Capitalized leases on trucks
and trailers with an aggregate
value not exceeding $1,500,000   -   Various
<PAGE>
<PAGE>
                     SCHEDULE 8.04

             PERMITTED LOANS AND INVESTMENTS



    1.  $5,000,000 Loan by Giant Industries, Inc.
to James E. Acridge due February 28, 2001.
     <PAGE>
<PAGE>

                     SCHEDULE 8.05
     
            CERTAIN PERMITTED INDEBTEDNESS
     
     
1.  Giant Industries, Inc. & Giant Industries Arizona, Inc. 
    Permitted Indebtedness as of September 30, 1998:
     
     
DESCRIPTION                      BALANCE

Met Life                     $ 3,708,313.57
Miscellaneous                $   500,000.00 (estimates)
                             --------------
TOTAL                        $ 4,208,313.57
                             ==============

2.  Phoenix Fuels Co., Inc.:  Permitted Indebtedness
    as of September 30, 1998:


DESCRIPTION                     BALANCE

David G. & Judith G. Scott
Note                         $   133,028.22

Conoco
Supplier Note                $   200,000.00

Becker Petroleum
Promissory Note              $     6,164.12

Mobil Oil
Supplier Note - Oil Depot    $   110,000.06
                             --------------
                             $   449,192.40
                             ==============

3.     Effective upon consummation of the Thriftway
Acquisition:  Obligations of Giant Four Corners, Inc.,
under the Master Lease and Option Agreement executed
pursuant to, and in the form attached as Exhibit B to,
the Definitive Agreement dated April 18, 1997 by and
between Giant Four Corners, Inc. as "Buyer" and
Thriftway Marketing Corp. and Clayton Investment Company
collectively as "Seller" and the Associated Purchase and
Sale Agreements to such Definitive Agreement, not to
exceed $30,330,000 in the aggregate, such obligations to
be guaranteed by Giant Industries Arizona, Inc.

4.     That certain sale and lease agreement and related
agreements (the "FFCA Lease") proposed to be entered
into by and among FFCA Capital Holding Corporation
("FFCA"), a Delaware corporation, as purchaser/lessor,
Giant Industries Arizona, Inc., Giant Four Corners, Inc.
and the Company, as sellers, and Giant Industries
Arizona, Inc., as lessee, pursuant to which FFCA would
purchase from the sellers and lease to the lessee
various service stations and convenience markets, with
the lease obligations of Giant Industries Arizona, Inc.
thereunder to be guaranteed by the Company.
     
<PAGE>
<PAGE>
                      SCHEDULE 8.08
     
             CERTAIN CONTINGENT OBLIGATIONS
     
     
     This Schedule hereby incorporates by reference all
Contingent Obligations pending, threatened or
contemplated against the Company, or any subsidiary, or
any of their respective properties, contained in Forms
10-K for the year ended December 31, 1997, Note 16
(Commitments and Contingencies), filed by the Company
with the Securities and Exchange Commission.

     In addition to those items disclosed above, the
following is a list of certain Contingent Obligations:

     Giant Industries, Inc., as Issuer, and all
Subsidiaries, as Guarantors, of the $100,000,000 9.75%
Senior Subordinated Notes Due 2003, Indenture dated as
of November 29, 1993.

     Giant Industries, Inc., as Issuer and all
Subsidiaries, as Guarantors of the $150,000,000 9%
Senior Subordinated Notes Due 2007, Indenture dated as
of August 26, 1997.
          
<PAGE>
<PAGE>
                      SCHEDULE 11.02

           OFFSHORE AND DOMESTIC LENDING OFFICES,
                    ADDRESSES FOR NOTICES


GIANT INDUSTRIES, INC.

Giant Industries, Inc.
23733 North Scottsdale Road
Scottsdale, Arizona  85255-3465
Attention:  President
Telephone:  (602) 585-8888
Facsimile:  (602) 585-8893


GUARANTORS

[NAME OF GUARANTOR]
c/o Giant Industries, Inc.
23733 North Scottsdale Road
Scottsdale, Arizona  85255-3465
Attention:  President
Telephone:  (602) 585-8888
Facsimile:  (602) 585-8893


BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
  as Administrative Agent

Administrative Agent's Payment office:

Bank of America-San Francisco
F/O:  Agency Mgmt. Svcs. 5596
ABA No.:  1210-0035-8
Acct. No.:  12334-14782
Ref:  Giant Industries, Inc.

Bank of America National Trust
and Savings Association
Global Agency #5596
1850 Gateway Blvd. - 5th Floor
Concord, CA  94520
Attention:  John Kubokawa
Telephone:  (925) 675-8401
Facsimile:  (925) 675-8500

BANK OF AMERICA NATIONAL TRUST AND
  SAVINGS ASSOCIATION,
as Issuing Bank

Address for Notices:

231 South LaSalle Street
Chicago, Illinois 60697
Attention:  Ida Rubens
Telephone:  (312) 828-5239
Facsimile:   (312) 974-9626

With a copy to:

Bank of America
Three Allen Center
333 Clay Street, Suite 4550
Attention:  Claire Liu
Houston, Texas 77002-4103
Telephone:  (713) 651-4855
Facsimile:   (713) 651-4841

BANK OF AMERICA NATIONAL TRUST AND
  SAVINGS ASSOCIATION,
  as a Bank

Domestic and Eurodollar Lending Office:

Bank of America National Trust and 
  Savings Association
231 South LaSalle Street
Chicago, Illinois 60697
Attention:  Ida Rubens
Telephone:  (312) 828-5239
Facsimile:   (312) 974-9626

Address for Notices (other than Borrowing
Notices and Notices of Conversion/
Continuation):

Bank of America
Three Allen Center
333 Clay Street, Suite 4550
Houston, Texas 77002-4103
Attention:  Claire Liu
Telephone:  (713) 651-4855
Facsimile:   (713) 651-4841

UNION BANK OF CALIFORNIA, N.A., as a Bank

Domestic and Eurodollar Lending Office:

Union Bank of California, N.A.
1980 Saturn St.
Monterey Park, CA  91754
Attention:  Commercial Loan Operations
ABA # 122-000-496
Acct. # 070-196431
Ref.:  Giant Industries

Address for Notices:

Energy Capital Services
445 S. Figueroa Street, 15th Floor
Los Angeles, CA  90071

Contact - Credit

Walter Roth, Vice President
Telephone:  (213) 236-5772
Facsimile:  (213) 236-4096

Contact - Operations

Patricia A. Gonzales
Assistant Vice President
Telephone:  (213) 236-6199
Facsimile:  (213) 236-4096

BANK ONE, ARIZONA, N.A., as a Bank

Domestic and Eurodollar Lending Office:

Bank One, Arizona, NA
201 N. Central, 9th Floor
Phoenix, AZ  85004
Attention:  Gloria Thomas
Telephone:  (602) 221-4751
Facsimile:   (602) 221-1903

Address for Notices (other than Borrowing
Notices and Notices of Conversion/
Continuation):

Bank One, Arizona, NA
201 N. Central, 21st Floor
Phoenix, AZ  85004
Attention:  Stephen Luttrell, VP
Telephone:  (602) 221-2394
Facsimile:   (602) 221-1502

<PAGE>
<PAGE>
                             EXHIBIT "A"

                    FORM OF NOTICE OF BORROWING

                                                                        
                                      Date:__________________


BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Administrative Agent (the "Administrative Agent") for the Banks (as
herein defined) from time to time party to the Credit Agreement, dated
as of ____________ ___, 1998 (as the same may be amended, modified or
restated from time to time, the "Credit Agreement"), among GIANT
INDUSTRIES, INC., a Delaware corporation, the several financial
institutions from time to time party thereto (the "Banks"), and the
Administrative Agent.  

Ladies and Gentlemen:

        The undersigned GIANT INDUSTRIES, INC. (the "Company") hereby
refers to the Credit Agreement and hereby gives you notice irrevocably,
pursuant to Section 2.03 of the Credit Agreement, of the Borrowing(s)
specified below:

        1.   Aggregate Total Amount:  $________________

        2.   Revolving Loan advance date: ________________, ___.

        3.   Requested Interest Rate Type and applicable Dollar amount:

             Rate Selection

             (a)  Base Rate Loan for $___________________.

             (b)  Offshore Rate Loan with Interest Period of:

                  (i)   one month for       $______________
                  (ii)  two months for      $______________
                  (iii) three months for    $______________
                  (iv)  six months for      $______________

   The Borrowing(s) herein requested are to be received in immediately
available funds on _________, _______________, 199_ in the following
account:

        Bank Name: ________________________________
        ABA Number:________________________________
        Account Title:_____________________________
        Account Number:____________________________  

    The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the proposed
Borrowing(s), before and after giving effect thereto and to the
application of the proceeds therefrom:

        (a)  the representations and warranties of the undersigned
contained in Article VI of the Credit Agreement are true and correct
in all material respects as though made on and as of the date hereof
and the date of the proposed Borrowing(s) (except such representations
and warranties which expressly refer to an earlier date, which are true
and correct in all material respects as of such earlier date); and

        (b)  no Default or Event of Default has occurred and is
continuing, or would result from such proposed Borrowing(s); and

        (c)  the Effective Amount of all outstanding Revolving Loans
together with the Effective Amount of all L/C Obligations does not
exceed the Commitments;

        (d)  The total amount of Revolving Loans used to finance
Acquisitions, including any portion of the proposed Borrowing(s) to be
used to finance any Acquisition(s), does not exceed $10,000,000; and

        (e)  No event or circumstance has occurred that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

     The Company agrees that if prior to the time of the making of the
Loans requested hereby any matter certified to by it will not be true
and correct at such time as if then made, it will immediately so notify
the Administrative Agent.

     Capitalized terms used herein without definition have the meanings
assigned to them in the Credit Agreement.

                          GIANT INDUSTRIES, INC.



                          By                            
                          Name:
                          Title:


<PAGE>
<PAGE>
                            EXHIBIT "B"

             FORM OF NOTICE OF CONVERSION/CONTINUATION

                                                                    
                                    Date:_________________

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Administrative Agent (the "Administrative Agent") for the Banks (as
herein defined) from time to time party to the Credit Agreement,
dated as of ____________ ___, 1998 (as the same may be amended,
modified or restated from time to time, the "Credit Agreement"),
among GIANT INDUSTRIES, INC., a Delaware corporation, the several
financial institutions from time to time party thereto (the
"Banks"), and the Administrative Agent.

Ladies and Gentlemen: 

     The undersigned GIANT INDUSTRIES, INC. (the "Company") hereby
refers to the Credit Agreement and hereby gives you notice
irrevocably, pursuant to Section 2.04 of the Credit Agreement, of
the conversion or continuation of the Loan specified below:  

A.  Loan to be converted or continued: 

    (1)  Amount: $_______________

    (2)  Loan Date: _______________, 199___

    (3)  Existing Interest Rate Type:      Check applicable blank

         (a)  Base Rate                          _________

         (b)  Offshore Rate with an Interest 
              Period of:

              (i)   one month                    _________
              (ii)  two months                   _________
              (iii) three months                 _________
              (iv)  six months                   _________

    (4)  Date Loan matures: _________________, 199___

B.  Proposed conversion or continuation date: _____________, 199__
(the "Continuation/Conversion Date").

C.  Loan described in (A) above is to be converted or continued as
follows:

    (1)  Amount: $_______________

    (2)  Proposed Conversion/Continuation Date: _________, 199___

    (3)  Requested Interest Rate Type and applicable Dollar amount: 

         (a)  Base Rate for $_____________________

         (b)  Offshore Rate with an Interest Period of:

              (i)   one month                 _________
              (ii)  two months                _________
              (iii) three months              _________
              (iv)  six months                _________

        The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
Conversion/Continuation Date, before and after giving effect to the
Conversion/Continuation Date of the Loans as herein specified:

        (a)  the representations and warranties of the undersigned
contained in Article VI of the Credit Agreement are true and
correct in all material respects as though made on and as of the
date hereof and the Continuation/Conversion Date (except such
representations and warranties which expressly refer to an earlier
date, which are true and correct in all material respects as of
such earlier date); and

        (b)  no Default or Event of Default has occurred and is
continuing, or would result from such Conversion/Continuation; and

        (c)  the Effective Amount of all outstanding Revolving
Loans together with the Effective Amount of all L/C Obligations
does not exceed the Commitments; and

        (d)  No event or circumstance has occurred that has
resulted or could reasonably be expected to result in a Material
Adverse Effect.

   The Company agrees that if prior to the time of the conversion
or continuation of the Loan requested hereby any matter certified
to by it will not be true and correct at such time as if then
made, it will immediately so notify the Administrative Agent.  

   Capitalized terms used herein without definition have the
meanings assigned to them in the Credit Agreement.

                     GIANT INDUSTRIES, INC.


                     By                            
                     Name:
                     Title:



<PAGE>
<PAGE>
                         EXHIBIT "C"

                FORM OF COMPLIANCE CERTIFICATE

        The undersigned authorized officer of GIANT INDUSTRIES,
INC. (the "Company"), delivers this Certificate pursuant to the
Credit Agreement dated as of ________  __, 1998 (as the same may be
amended, modified or restated from time to time, the "Credit
Agreement"), among the Company, the several financial institutions
from time to time party thereto (the "Banks"), and Bank of America
National Trust and Savings Association, as Administrative Agent and
Letter of Credit Issuing Bank (the "Administrative Agent").  The
undersigned hereby certifies to the Administrative Agent and the
Banks as follows:

        1.   A review of the activities of the Company and its
Subsidiaries during the period from ___________, 199__ to
____________, 199__ (the "Subject Period") has been made to obtain
the information necessary to execute and deliver this Certificate.

        2.   To the best of the undersigned's knowledge,
information and belief, except as described in Attachment 2
attached hereto:  (a) as of the date hereof, no Default or Event of
Default exists under the Credit Agreement; and (b) as of the date
hereof, the Company and its Subsidiaries are in compliance with the
financial covenants contained in the Credit Agreement as set forth
in Attachment 1 attached hereto.

        Capitalized terms used herein without definition have the
meanings assigned to them in the Credit Agreement.

        EXECUTED AND DELIVERED as of _________________, ____.

                     GIANT INDUSTRIES, INC.


                                                                    
                     Authorized Officer



                                                    <PAGE>
<PAGE>
                       ATTACHMENT 1

           GIANT INDUSTRIES, INC. & SUBSIDIARIES
       CALCULATION OF FINANCIAL COVENANTS AND RATIOS
    AS OF ________________, 199_ (THE "DETERMINATION DATE")


1.  Minimum Consolidated Tangible Net Worth (Section 8.12 of the
    Credit Agreement)

    (a)  Consolidated Net Income, computed on a
         cumulative basis for the period beginning
         October 1, 1998, and ending on the
         Determination Date (provided no negative
         adjustment will be made in the event
         Consolidated Net Income is a deficit for
         such period), is:                              $_______

    (b)  50% of the amount in (a) is:                   $_______

    (c)  75% of the net assets received from the
         issuance of any capital stock by the Company
         after September 30, 1998 is:                   $_______

    (d)  Plus $96,000,000                               $_______

    (e)  Minimum Consolidated Tangible Net Worth 
         (the sum of 1(b) plus 1(c) plus 1(d)) is:      $_______

    (f)  Consolidated Tangible Net Worth: 
         (i)  Consolidated Net Worth is:                $_______
         (ii) Net Book value of intangible assets is:   $_______
         (iii) Consolidated Tangible Net Worth
              (Item 2(g)(i) minus Item 2(g)(ii) is:     $_______
       
2.  Minimum Interest Coverage Ratio (Section 8.13 of
    the Credit Agreement)
  
    (a)  Consolidated EBITDA for the four fiscal
         quarters ending on the Determination Date:
         (i) Consolidated Net Income is:                $_______
         (ii)  Consolidated Interest Expense is:        $_______
         (iii) Taxes measured by income included
               in the determination of consolidated 
               Net Income are:                          $_______
         (iv)  Depreciation and amortization
               expenses included in the determination 
               of Consolidated Net Income are:          $_______
         (v)   Interest income not included in the
               determination of Consolidated Net 
               Income is:                               $_______
         (vi)  Attributable Acquisition EBITDA
               during the four fiscal quarters ending 
               on the Determination Date (pursuant to
               Schedule 1.01A) is:                      $_______
         (vii) Consolidated EBITBA (the sum of
               Items 2(a)(i) plus 2(a)(ii) plus
               2(a)(iii) plus 2(a)(iv) plus 2(a)(v) plus
               2(a)(vi)) is:                            $_______
  
   (b)  Material Rents for the four fiscal quarters
        ending on the Distribution Date:                $_______
  
   (c)  Subtotal (the sum of 2(a)(vii) plus 2(b)) is:   $_______

   (d)  Consolidated Interest Expense for the four
        fiscal quarters ending on the Determination

   (e)  Material Rents for the four fiscal quarters
        ending on the Determination Date:               $_______

   (f)  Subtotal (the sum of 2(d) plus 2(e)) is:        $_______

   (g)  Interest Coverage Ratio the ratio of 2(c) to
        2(f)) is:                                       ____:1.00

        Minimum Interest Coverage Ratio required by
        Section 8.13 of the Credit Agreement is:        ____:1.00


3.  Maximum Capitalization Ratio (Section 8.14 of the
    Credit Agreement)
  
    (a)  Consolidated Funded Indebtedness:
         (i)   Liabilities for borrowed money are:      $_______
         (ii)  Liabilities for deferred purchase 
               price of property or services is:        $_______
         (iii) Obligations under Capital Leases
               are:                                     $_______
         (iv)  Obligations under other "off balance
               sheet" leases (excluding operating
               leases other than Synthetic Leases)
               are:                                     $_______
         (v)   Obligations to redeem or purchase
               stock or other equity interests are:     $_______
         (vi)  Guaranty Obligations in respect of the
               foregoing are:                           $_______
         (vii) Consolidated Funded Indebtedness
               (the sum of Items 3(a)(i) plus 3(a)(ii)
               plus 3(a)(iii) plus 3(a)(iv) plus
               3(a)(v) plus 3(a)(vi)) is:               $_______

    (b)  Consolidated Total Capitalization:
         (i)   Consolidated Funded Indebtedness (Item
               3(a)(vii)) is:                           $_______
         (ii)  Consolidated Net Worth is:               $_______
         (iii) Consolidated Total Capitalization
               (the sum of 3(b)(i) and 3(b)(ii)) is:    $_______

    (c)  Capitalization Ratio (the ratio of 3(a)
         (vii) to 3(b)(iii)) is:                        $_______%
  
         Maximum Capitalization Ratio required by
         Section 8.14 of the Credit Agreement is
         72.5% prior to December 31, 1999, and 70.0%
         thereafter.




4.  Leverage Ratio (Schedule 2.02 of the Credit Agreement)

    (a)  Consolidated Funded Indebtedness (Item
         3(a)(vii)) is:                                $_______

    (b)  Consolidated EBITDA for the four fiscal
         quarters ending on the Determination Date
         (Item 2(a)(vii)) is:                          $_______
  
    (c)  Leverage Ratio (the ratio of 4(a) to
         4(b)(iii)) is:                                ____:1.0
        
    (d)  Pricing Level corresponding to 4(c) is:       Level____
        
     Capitalized terms used herein without definition have the
meanings assigned to them in the Credit Agreement.

        EXECUTED AND DELIVERED as of _________________, _____.

                        GIANT INDUSTRIES, INC.


                                                  
                        Authorized Officer
                                                    <PAGE>
<PAGE>
                        ATTACHMENT 2

                       Exceptions to
                   Compliance Certificate


<PAGE>
<PAGE>
                         EXHIBIT D-1

          FORM OF LEGAL OPINION OF COMPANY'S COUNSEL


December 23, 1998


Bank of America, National Trust and Savings Association,
as  Administrative Agent, and the Banks listed on
Schedule 1 attached hereto

Re:  Credit Agreement dated as of December 23, 1998 (the "Credit
     Agreement"), between Giant Industries, Inc., a Delaware
     corporation ("the Company") and the Banks listed on Schedule 1
     ("Banks") and Bank of America, National Trust and Savings
     Association, as Administrative Agent for the Banks 
     ("Administrative Agent")

Ladies and Gentlemen:

I am Director, Legal Department, of the Company and of Giant
Industries Arizona, Inc. ("Giant Arizona"), Ciniza Production
Company ("Ciniza"), San Juan Refining Company ("San Juan"), Giant
Exploration & Production Company ("Giant E&P"), Giant Four Corners,
Inc. ("Four Corners"), Giant Mid-Continent, Inc. ("Mid-Continent"),
Giant Stop-N-Go of New Mexico, Inc. ("Stop-N-Go"), DeGuelle Oil
Company ("DeGuelle"), and Phoenix Fuel Co., Inc. ("Phoenix Fuel")
(Giant Arizona, Ciniza, San Juan, Giant E&P, Four Corners,
Mid-Continent, Stop-N-Go, Deguelle, and Phoenix Fuel are
collectively referred to herein as "Giant Guarantors").

I have acted as counsel to the Company and the Giant Guarantors in
connection with certain matters with respect to (a) the Credit
Agreement, dated as of December 23, 1998 (the "Credit Agreement"),
among the Company, the several financial institutions from time to
time part thereto (the "Banks"), and Bank of America National Trust
and Savings Association, as Administrative Agent (the
"Administrative Agent") for the Banks and as Letter of Credit
Issuing Bank, and (b) the Loan Documents listed on Exhibit "A"
hereto (together with the Credit Agreement, the "Loan Documents").
This opinion is furnished to you pursuant to Section 5.01(e) of the
Credit Agreement and at the instruction of the Company and the Giant
Guarantors. All capitalized terms used but not otherwise defined
herein have the meanings assigned to them in the Credit Agreement.

In this connection, we have examined the following: (i) a copy of
the Loan Documents; (ii) certificates of good standing
("Certificates of Good Standing") from the states of Delaware,
Arizona and New Mexico as to the Company, and, as to the Giant
Guarantors, from the states of their incorporation and from each
state in which they are qualified as a foreign corporation and
conducts a significant amount of business; (iii) certificates of
officers of the Company and the Giant Guarantors; (iv) copies of
Articles or Certificates of Incorporation, Bylaws and relevant
corporate minutes of the Company and the Giant Guarantors.

We have relied upon certificates of certain officers of the Company
and the Giant Guarantors and upon the representations and warranties
contained in the Credit Agreement and the Guaranty Agreements
executed by the Giant Guarantors ("Giant Guarantees") with respect
to the accuracy of material factual matters contained therein which
were not independently known to us. With respect to questions of due
organization, valid existence, and good standing, we have relied
exclusively, and our opinion is based solely on, the Certificates of
Good Standing. With respect to questions of corporate power, we have
relied on the Articles or Certificates of Incorporation, Bylaws and
Arizona law and Delaware corporate law only.

In rendering the following opinion, we have assumed:

a)  The genuineness of all signatures other than those of the
officers of the Company and the Giant Guarantors;

b)  The authenticity and completeness of documents submitted as
originals, and the conformity to originals of documents submitted as
copies;

c)   The due authorization, execution, acknowledgment where
necessary, delivery and performance, and the validity,
enforceability, legality, and binding effect of the Credit Agreement
and all documents in connection therewith with regard to the parties
to those agreements other than the Company and the Giant Guarantors; 

d)   The legal capacity of all natural persons executing the Credit
Agreement and the Giant Guarantees;

e)   That the Credit Agreement and Loan Documents constitute an
integrated agreement between the parties to those agreements with
respect to the matters contained therein and that the same
constitute and evidence all the agreements and understandings
between the parties thereto with respect to the matters contained
therein and that there are no oral or written statements or
agreements that modify, amend or vary, or purport to modify, amend
or vary, any of the terms of such documents except for Post-closing
Conditions Letter dated the date hereof;

Based on the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, it is our opinion
that:

   1.  The Company and each of the Giant Guarantors is a corporation
duly organized, validly existing and in good standing under the laws
of the respective jurisdiction of its incorporation. The Company and
each of the Giant Guarantors is duly qualified as a foreign
corporation and is licensed to do business and in good standing
under the laws of each jurisdiction where ownership, lease or
operation of its property or the conduct of its business requires
such qualification or license except where the failure to so qualify
or be licensed would not have a Material Adverse Effect on the
assets, financial condition, or operations of the Company and the
Giant Guarantors taken as a whole.

   2.  The Company and each of the Giant Guarantors have all
requisite corporate power and authority (including without
limitation all requisite licenses and permits) to execute, deliver
and perform its obligations under the Credit Agreement and the other
Loan Documents applicable to it, and to own its assets and to carry
on its business as currently conducted and as contemplated to be
conducted by the Credit Agreement.

   3.  The execution, delivery, and performance by the Company of
the Credit Agreement and the execution, delivery, and performance by
the Company and each of the Giant Guarantors of each of the other
Loan Documents to which it is a party have been duly authorized by
all necessary corporate action, and each of the Credit Agreement and
the other Loan Documents has been duly executed and delivered by the
Company and each of the Giant Guarantors, as applicable. 

   4.  The execution, delivery and performance by the Company of the
Credit Agreement and Loan Documents, and the execution, delivery and
performance by the Giant Guarantors of the Giant Guaranty and the
Security Agreements do not and will not: (a) breach or constitute a
default under (i) their respective charters, articles or
certificates of incorporation or bylaws, (ii) any decree,
injunction, order, writ, or other action of any Governmental
Authority known to us applicable to them or their respective assets,
or (iii) the Indentures or any other material Contractual Obligation
known to us to which any of them is a party or by which any of their
respective properties may be bound, or (b) result in or require the
creation of any Lien (other than for the benefit of Banks) upon or
with respect to any of their respective assets under any document
evidencing any material Contractual Obligation known to us to which
such Person is a party.

   5.  To our knowledge there are no actions, suits, proceedings,
claims or disputes pending or threatened, in arbitration or before
any Governmental Authority, against the Company or the Giant
Guarantors or any of their respective assets or with respect to any
Plan which: (i) purport to affect or pertain to the Credit
Agreement, or any other Loan Documents, or any of the transactions
contemplated thereby; or (ii) if determined adversely to the Company
and the Giant Guarantors would reasonably be expected to have a
Material Adverse Effect. To our knowledge, there are no outstanding
judgments against the Company or the Giant Guarantors, and to our
knowledge, no injunction, writ, temporary restraining order or any
order of any nature has been issued by any court or other
Governmental Authority purporting to enjoin or restrain the
execution, delivery or performance of the Credit Agreement or any
other Loan Documents or directing that the transactions provided for
therein not be consummated as therein provided.

   6.  Neither the consent of the shareholders of the Company or any
of the Giant Guarantors nor the consent of any holder of any
Indebtedness of the Company or any of the Giant Guarantors known to
us is or will be required as a condition to the validity or
enforceability of the Credit Agreement or any of the other Loan
Documents, except such as has been obtained.
The foregoing opinions are subject to the following comments,
qualifications, limitations and assumptions:

       (a)  I am expressing no opinion as to the right, title or
interest of the Company and the Giant Guarantors in any of the
collateral described in the Credit Agreement.

       (b)  The phrase "known to us" or words of similar import mean
actual knowledge as in-house counsel but without any other or
further investigation or review.

        (c)  I am qualified to practice law only in the State of
Arizona and the District of Columbia and do not purport to be an
expert on or express any opinion herein concerning any law other
than the laws of the State of Arizona, the General Corporation Law
of the State of Delaware and applicable federal law. With respect to
such laws, my opinions are as to what the law is or, in
circumstances where the status of the law is unclear, what the law
might reasonably be expected to be at the date hereof, and I assume
no obligation to revise or supplement this opinion due to any change
in the law by legislative action, judicial decision or otherwise. I
do not render any opinion with respect to any matters other than
those expressly set forth above.

This opinion is being furnished to you solely for your benefit and
the benefit of any other Banks and only with respect to the
transaction described above. Accordingly, it may not be relied upon
by, filed with or furnished to, quoted in any manner to, or referred
to in any financial statement, report or related document, or
delivered to, any other person or entity other than in connection
with this transaction without, in each instance, our prior written
consent.
Sincerely,

Kim H. Bullerdick
Director, Legal Department

KHB:jks

<PAGE>
<PAGE>
                        EXHIBIT A
                    LIST OF DOCUMENTS


     1.  Promissory Note(s) in the aggregate principal amount of
$65,000,000 executed by the Company and made payable to each of the
Banks, respectively, in their Pro Rata Share of the Commitments.

     2.  Guaranty executed by each of the Giant Guarantors in favor
of the Banks and the Administrative Agent (the "Giant Guarantees").

     3.  Security Agreements executed by the Company and each of its
Subsidiaries in favor of the Administrative Agent, as agent for
itself and the Banks.<PAGE>
<PAGE>
                        SCHEDULE I
                                                    
                       LIST OF BANKS


Bank of America National Trust
     and Savings Association
Agency Management Services #5596
1455 Market Street, 12th Floor
San Francisco, California 94103

Bank One Arizona, NA
201 N. Central Avenue, 21st Floor
Phoenix, Arizona 85004

Union Bank of California, NA
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071-1602

 <PAGE>
<PAGE>
                         EXHIBIT D-2
     FORM OF LEGAL OPINION OF COMPANY'S SPECIAL COUNSEL


This Exhibit is not filed herewith and will be furnished to the 
Commission upon request.<PAGE>
<PAGE>
                           EXHIBIT "E"
  
            FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
  
          This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Agreement")
  dated as of _______________, 199__ is made between _______________ 
  (the "Assignor") and _________________________ (the "Assignee").
  
  
                         R E C I T A L S
  
          WHEREAS, the Assignor is party to that certain Credit
  Agreement, dated as of __________ __, 1998 (as the same may be
  amended, modified or restated from time to time, the "Credit
  Agreement"), among GIANT INDUSTRIES, INC., a Delaware corporation
  (the "Company"), the several financial institutions from time to
  time party thereto (the "Banks"), and BANK OF AMERICA NATIONAL
  TRUST AND SAVINGS ASSOCIATION, as Administrative Agent (the
  "Administrative Agent") for the Banks from time to time party to
  the Credit Agreement and as Letter of Credit Issuing Bank (terms
  defined in the Credit Agreement are used herein with the same
  meaning);
  
          WHEREAS, as provided in the Credit Agreement, the Banks
  have committed to extend credit to the Company in an aggregate
  amount not to exceed SIXTY FIVE MILLION AND NO/100 DOLLARS
  ($65,000,000.00); and
  
          WHEREAS, the Assignor wishes to assign to the Assignee part
  of the rights and obligations of the Assignor under the Credit
  Agreement in respect of its Commitment, together with a
  corresponding portion of each of its outstanding Loans and its Pro
  Rata Share of the outstanding L/C Obligations, in a total amount
  equal to                              Dollars (U.S.
  $_______________) (the "Assigned Amount") on the terms listed on
  Annex I hereto and subject to the conditions set forth herein and
  in the Credit Agreement, and the Assignee wishes to accept
  assignment of such rights and to assume such obligations from the
  Assignor on such terms and subject to such conditions;
  
          NOW, THEREFORE, in consideration of the foregoing and the
  mutual agreements contained herein, the parties hereto agree as
  follows:
  
          1.   Assignment and Assumption.
  
               (a)  Before giving effect to this Agreement,
  Assignor's (a) Commitment is $_______________, (b) aggregate
  principal amount of its outstanding Loans is $_________________,
  (c) aggregate principal amount of its outstanding L/C Obligations
  is $_________________ and (d) Pro Rata Share is ______%.  With
  effect on and after the Effective Date (as defined in Section 4
  hereof), the Assignor hereby sells and assigns to the Assignee, and
  the Assignee hereby purchases and assumes from the Assignor, the
  Assigned Amount, which shall be equal to _____ percent (_____%)
  (the "Assignee's Percentage Share") of all of the Assignor's rights
  and obligations under the Credit Agreement, including, without
  limitation, the Assignee's Percentage Share of the Assignor's (i)
  Commitment, and (ii) outstanding Loans and L/C Obligations.  After
  giving effect to this Agreement on the Effective Date, the
  Commitment, outstanding Loans and L/C Obligations, and Pro Rata
  Share of Assignor and Assignee, respectively, are set forth as
  follows:
                          Outstanding
             Outstanding      L/C       Pro Rata
                Loans     Obligations     Share    Commitment
             -----------  -----------   --------   ----------
  Assignor   $__________  $__________   _______%   $_________
  Assignee   $__________  $__________   _______%   $_________
  
               The assignment set forth in this Section 1(a) shall be
  without recourse to, or representation or warranty (except as
  expressly provided in this Agreement) by, the Assignor.
  
               (b)  With effect on and after the Effective Date, the
  Assignee shall be a party to the Credit Agreement, shall become a
  "Bank" for all purposes as therein defined and contemplated, and
  shall succeed to all of the rights and be obligated to perform all
  of the obligations of a Bank under the Credit Agreement with a
  Commitment in the amount and with the Pro Rata Share set forth
  above for the Assignee.  The Assignee agrees that it is bound by
  the terms and conditions set forth in the Credit Agreement as if it
  were an original signatory thereto, and that it will perform in
  accordance with their terms all of the obligations which by the
  terms of the Credit Agreement are required to be performed by it as
  a Bank.  It is the intent of the parties hereto that (i) the
  Commitment of the Assignor shall, as of the Effective Date, be
  reduced by the Assignee's Percentage Share and (ii) the Assignor
  shall relinquish its rights and be released from its obligations
  under the Credit Agreement to the extent such obligations have been
  assumed by the Assignee.
  
          2.   Payments.
  
               (a)  As consideration for the sale, assignment and
  transfer contemplated in Section 1 hereof, the Assignee shall pay
  to the Assignor on the Effective Date in immediately available
  funds an amount equal to                                 Dollars
  ($_______________), representing the Assignee's Percentage Share of
  the principal amount of all Loans previously made, and currently
  owned, by the Assignor under the Credit Agreement and outstanding
  on the Effective Date.  The difference between the Assigned Amount
  and the amount paid to Assignor under this Section 2(a) represents
  the amount of outstanding L/C Obligations assumed by Assignee
  pursuant to the terms hereof as of the Effective Date.
  
               (b)  The Assignee further agrees to pay to the
  Administrative Agent a processing or transfer fee in the amount of
  $3,500.00.
  
               (c)  To the extent payment to be made by the Assignee
  pursuant to Section 2(a) hereof is not made when due, the Assignor
  shall be entitled to recover such amount together with interest
  thereon at the Federal Funds Rate per annum accruing from the date
  such amounts were due.
  
          3.   Reallocation of Payments.  Any interest, commissions,
  fees and other payments accrued to but excluding the Effective Date
  with respect to the Assignor's Commitment Percentage of the Loans
  and L/C Obligations, shall be for the account of the Assignor.  Any
  interest, fees and other payments accrued on and after the
  Effective Date with respect to the Assigned Amount shall be for the
  account of the Assignee.  Each of the Assignor and the Assignee
  agree that it will hold in trust for the other party any interest,
  commissions, fees and other amounts which it may receive to which
  the other party is entitled pursuant to the preceding sentence and
  pay to the other party any such amounts which it may receive
  promptly upon receipt.  The Assignor's and the Assignee's
  obligations to make the payments referred to in this Section 3 are
  non-assignable.
  
          4.   Effective Date; Notices; Notes.
  
               (a)  The effective date for this Agreement shall be
  __________________ (the "Effective Date"); provided that the
  following conditions precedent have been satisfied on or before the
  Effective Date:
  
                    (i)  this Agreement shall be executed and
  delivered by the Assignor and the Assignee;
  
                    (ii) the consent of the Company and the
  Administrative Agent shall have been duly obtained in the form set
  forth on Annex II hereof, and shall be in full force and effect as
  of the Effective Date;
  
                    (iii)     the Assignee shall pay to the Assignor
  all amounts due to the Assignor under this Agreement; and
  
                    (iv) the processing or transfer fee referred to
  in Section 2(b) shall have been paid to the Administrative Agent.
  
               (b)  Promptly following the execution of this
  Agreement, the Assignor shall deliver to the Administrative Agent
  for acceptance by the Administrative Agent, the notices, agreements
  or other documents as may be required under the Credit Agreement.
  
               (c)  Promptly following payment by the Assignee of the
  consideration as provided in Section 2 hereof, the Assignor shall
  deliver its promissory note(s) to the Administrative Agent and
  shall request that new notes be issued to the Assignor and the
  Assignee dated the Effective Date to properly reflect the
  respective amounts of the Loans and L/C Obligations held by each
  party.
  
          [5.  Administrative Agent [INCLUDE ONLY IF ASSIGNOR IS
  ADMINISTRATIVE AGENT].
  
               (a)  The Assignee hereby appoints and authorizes the
  Assignor to take such action as Administrative Agent on its behalf
  and to exercise such powers under the Credit Agreement as are
  delegated to the Administrative Agent by the Banks pursuant to the
  terms of the Credit Agreement.
  
               (b)  The Assignee shall assume no duties or
  obligations held by the Assignor in its capacity as Administrative
  Agent under the Credit Agreement.]
  
          6.   Representations and Warranties.
  
               (a)  The Assignor represents and warrants that (i) it
  is the legal and beneficial owner of the interest being assigned by
  it hereunder and that such interest is free and clear of any lien,
  security interest or other adverse claim; (ii) it is duly organized
  and existing and it has the full power and authority to take, and
  has taken, all action necessary to execute and deliver this
  Agreement and any other documents required or permitted to be
  executed or delivered by it in connection with this Agreement and
  to fulfill its obligations hereunder; (iii) no notices to, or
  consents, authorizations or approvals of, any person are required
  (other than any already given or obtained) for its due execution,
  delivery and performance of this Agreement, and apart from any
  agreements or undertaking or filings required by the Credit
  Agreement, no further action by, or notice to, or filing with, any
  person is required of it for such execution, delivery or
  performance; and (iv) this Agreement has been duly executed and
  delivered by it and constitutes the legal, valid and binding
  obligations of the Assignor, enforceable against the Assignor in
  accordance with the terms hereof, except subject, as to
  enforcement, to bankruptcy, insolvency, moratorium, reorganization
  and other laws of general application relating to or affecting
  creditors' rights and to general equitable principles.
  
               (b)  The Assignor makes no representation or warranty
  and assumes no responsibility with respect to any statements,
  warranties or representations made in or in connection with the
  Credit Agreement or the execution, legality, validity,
  enforceability, genuineness, sufficiency or value of the Credit
  Agreement or any other instrument or document furnished pursuant
  thereto.  The Assignor makes no representation or warranty in
  connection with, and assumes no responsibility with respect to, the
  solvency, financial condition or statements of the Company or any
  guarantor or the performance or observance by the Company or any
  guarantor of any of its respective obligations under the Credit
  Agreement or any other instrument or document furnished in
  connection therewith.
  
               (c)  The Assignee represents and warrants that (i) it
  is duly organized and existing and it has full power and authority
  to take, and has taken, all action necessary to execute and deliver
  this Agreement and any other documents required or permitted to be
  executed or delivered by it in connection with this Agreement, and
  to fulfill its obligations hereunder; (ii) no notices to, or
  consents, authorizations or approvals of, any person are required
  (other than any already given or obtained) for its due execution,
  delivery and performance of this Agreement; and apart from any
  agreements or undertaking or filings required by the Credit
  Agreement, no further action by, or notice to, or filing with, any
  person is required of it for such execution, delivery or
  performance; (iii) this Agreement has been duly executed and
  delivered by it and constitutes the legal, valid and binding
  obligations of the Assignee, enforceable against the Assignee in
  accordance with the terms hereof, except subject, as to
  enforcement, to bankruptcy, insolvency, moratorium, reorganization
  and other laws of general application relating to or affecting
  creditors' rights and to general equitable principles; (iv) it is
  eligible under the Credit Agreement to be an assignee in accordance
  with the terms hereof; and (v) that it has received a copy of the
  Credit Agreement and the exhibits and schedules thereto, and has
  received (or waived the requirement that it receive) copies of each
  of the documents which were required to be delivered under the
  Credit Agreement as a condition to the making of the Loans
  thereunder.
  
          7.   Further Assurances.  The Assignor and the Assignee
  each hereby agree to execute and deliver such other instruments,
  and take such other action, as either party may reasonably request
  in connection with the transactions contemplated by this Agreement,
  including, without limitation, the delivery of any notices or other
  documents or instruments to the Company, the Administrative Agent
  or any guarantor which may be required in connection with the
  assignment and assumption contemplated hereby.
  
          8.   Indemnity.  The Assignee agrees to indemnify and hold
  harmless the Assignor against any and all losses, costs, expenses
  (including, without limitation, reasonable attorneys' fees and the
  allocated costs and expenses for in-house counsel) and liabilities
  incurred by the Assignor in connection with or arising in any
  manner from the non-performance by the Assignee of any obligation
  assumed by the Assignee under this Agreement.
  
          9.   Miscellaneous.
  
               (a)  Any amendment or waiver of any provision of this
  Agreement shall be in writing signed by the parties hereto.  No
  failure or delay by either party hereto in exercising any right,
  power or privilege hereunder shall operate as a waiver thereof and
  any waiver of any breach of the provisions of this Agreement shall
  be without prejudice to any rights with respect to any other or
  further breach hereof.
  
               (b)  All payments made hereunder shall be made without
  any set-off or counterclaim.
  
               (c)  All communications among the parties or notices
  in connection herewith shall be in writing and mailed,
  hand-delivered or transmitted by facsimile as follows:  (i) if to
  the Assignor or the Assignee, at their respective addresses or
  facsimile numbers set forth on the signature pages hereof and (ii)
  if to the Company, the Administrative Agent or any guarantor, at
  their respective addresses or facsimile numbers set forth in the
  Credit Agreement or to such other address or facsimile number as
  shall be designated in a written notice given in accordance with
  the Credit Agreement.  All such communications and notices shall be
  effective upon receipt.  The Assignee specifies as its Domestic and
  Offshore Lending Office(s) the offices set forth beneath its name
  on the signature pages hereof.
  
               (d)  The Assignor and the Assignee shall each pay its
  own costs and expenses incurred in connection with the negotiation,
  preparation, execution and performance of this Agreement.
  
               (e)  The representations and warranties made herein
  shall survive the consummation of the transactions contemplated
  hereby.
  
               (f)  Subject to the terms of the Credit Agreement,
  this Agreement shall be binding upon and inure to the benefit of
  the Assignor and the Assignee and their respective successors and
  assigns; provided, however, that no party shall assign its rights
  hereunder without the prior written consent of the other party, the
  Administrative Agent and the Company and any purported assignment,
  absent such consents, shall be void.  The preceding sentence shall
  not limit or enhance the right of the Assignee to assign or
  participate all or part of the Assignee's Percentage Share and the
  Assigned Amount and any outstanding Loans and L/C Obligations
  attributable thereto in accordance with the Credit Agreement.
  
               (g)  This Agreement may be executed in any number of
  counterparts and all of such counterparts taken together shall be
  deemed to constitute one and the same instrument.
  
               (h)  This Agreement shall be governed by and construed
  in accordance with the law of the State of California (without
  regard to principles of conflicts of law).  The Assignor and the
  Assignee each irrevocably submits to the non-exclusive jurisdiction
  of any California State or Federal court sitting in the Northern
  District of California over any suit, action or proceeding arising
  out of or relating to this Agreement or the Credit Agreement and
  irrevocably agrees that all claims in respect of such action or
  proceeding may be heard and determined in such California State or
  Federal court.  Each party to this Agreement hereby irrevocably
  waives, to the fullest extent it may effectively do so, the defense
  of an inconvenient forum to the maintenance of such action or
  proceeding.
  
               (i)  This Agreement and any agreement, document or
  instrument attached hereto or referred to herein integrate all the
  terms and conditions mentioned herein or incidental hereto, and
  together with the Credit Agreement constitutes the entire agreement
  and understanding between the parties hereto and supersedes any and
  all prior agreements and understandings related to the subject
  matter hereof.  In the event of any conflict between the terms,
  conditions and provisions of this Agreement and the Credit
  Agreement, the terms, conditions and provisions of the Credit
  Agreement shall prevail.
  
               (j)  In the event of any inconsistency between the
  provisions of this Agreement and Annex I hereto, this Agreement
  shall control.  Headings are for reference only and are to be
  ignored in interpreting this Agreement.
  
               (k)  The illegality or unenforceability of any
  provision of this Agreement or any instrument or agreement required
  hereunder shall not in any way affect or impair the legality or
  enforceability of the remaining provisions of this Agreement or any
  instrument or agreement required hereunder.
  
          IN WITNESS WHEREOF, the Assignor and the Assignee have
  caused this Agreement to be executed and delivered by their duly
  authorized officers as of the date first above written.
  
             By             
             Name:
             Title:
             Address for Notices:
                            
                            
                            
             Facsimile No.:                          
  
             - ASSIGNOR -
                                                     
             By             
             Name:
             Title:
             Address for Notices:
                            
                            
                            
             Facsimile No.:                          
             
             
             Domestic Lending Office:
                 
                 
                 
                 
  
  
             Offshore Lending Office:
                 
                 
                 
                 
  
             - ASSIGNEE -
  
  
  
  
  
  
  
                                                      <PAGE>
  <PAGE>
                           ANNEX I
  
                             TO
  
             ASSIGNMENT AND ASSUMPTION AGREEMENT
  
  
  1.      Company:  
  
  2.      Date of Credit Agreement:  _______________, 1998
  
  3.      Assignor:
  
  4.      Assignee:
  
  5.      Date of Assignment Agreement:
  
  6.      Effective Date:
  
  7.      Fees paid by Assignee to Assignor:
  
  8.      Interest paid by Assignee to Assignor:
  
          (i)  Base Rate Loan
  
          (ii) Offshore Rate Loan
  
  9.      Payment Instructions:
  
          Assignor:
  
          Assignee:
  
  10.     Assignee's Notice Instructions:
  
  11.     Other Information:
  
                                                      <PAGE>
  <PAGE>
                           ANNEX II
  
                              TO
  
            FORM OF NOTICE OF ASSIGNMENT AND ACCEPTANCE
  
  
                                                                      
                                    _______________, 199_
  
  
  To:     Bank of America National Trust
          and Savings Association,
          as Administrative Agent
          Agency Management Services #5506
  
  Giant Industries, Inc.
  
  Dear Sirs:
  
          We refer to the Credit Agreement dated as of ____________
  __, 1998 (the "Credit Agreement") among GIANT INDUSTRIES, INC., a
  Delaware corporation (the "Company"), the several financial
  institutions from time to time party thereto (the "Banks"), and
  BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
  Administrative Agent (the "Administrative Agent") for the Banks
  from time to time party to the Credit Agreement and as Letter of
  Credit Issuing Bank.  Terms defined in the Credit Agreement are
  used herein as therein defined.
  
          1.   We hereby give you notice of, and request the consent
  of the Company and the Administrative Agent to, the assignment by 
                               (the "Assignor") to                    
           
           (the "Assignee") of _____% of the right, title and
  interest of the Assignor in and to the Credit Agreement (including
  without limitation the right, title and interest of the Assignor in
  and to the Commitment of the Assignor and all outstanding Loans
  made by and L/C Obligations of the Assignor).  [If the Assignor or
  any of its Affiliates is a Swap Provider with respect to any
  Specified Swap Contract and the Assignor is assigning all of its
  interest in the Loans and the Commitment, add the following:  The
  Assignee, or its Affiliate designated in a separate written notice
  to the Administrative Agent, has, with the consent of the Company,
  assumed all rights and obligations of the Assignor and all of its
  Affiliates with respect to all Specified Swap Contracts with
  respect to which the Assignor or any of its Affiliates is a Swap
  Provider.]  Before giving effect to such assignment the Assignor's
  (a) Commitment is $_______________, (b) Commitment Percentage is
  _____%, (c) aggregate principal amount of its outstanding Loans is
  $_______________, and (d) the aggregate principal amount of its
  outstanding L/C Obligations is $_______________.  After giving
  effect to such assignment, the Assignor's and Assignee's respective
  Loans, L/C Obligations, Commitment and Commitment Percentage are as
  follows:
                          Outstanding
             Outstanding      L/C       Pro Rata
                Loans     Obligations     Share    Commitment
             -----------  -----------   --------   ----------
  Assignor   $__________  $__________   _______%   $_________
  Assignee   $__________  $__________   _______%   $_________
  
          2.   The Assignee agrees that upon receiving the consent of
  the Company and the Administrative Agent to such assignment and
  from and after the effective date of the Assignment, the Assignee
  will be bound by the terms of the Credit Agreement, with respect to
  the interest in the Credit Agreement assigned to it as specified
  above, as fully and to the same extent as if the Assignee were the
  Bank originally holding such interest in the Credit Agreement.  
  
          3.   The following administrative details apply to the
  Assignee:
  
          (A)  Offshore Lending Office:
  
                    Assignee:                          
                    Address:                           
                                                       
                                                       
                    Attention:                              
                    Telephone:     (   )                         
                    Facsimile:     (   )                         
  
          (B)  Domestic Lending Office:
  
                    Assignee:                          
                    Address:                           
                                                       
                                                       
                    Attention:                              
                    Telephone:     (   )                         
                    Facsimile:     (   )                         
  
          (C)  Notice Address:
  
                    Assignee:                          
                    Address:                           
                                                       
                                                       
                    Attention:                              
                    Telephone:     (   )                         
                    Facsimile:     (   )                         
  
          (D)  Payment Instructions:  
  
                    Account No.:                            
                         At:                           
                                                       
                                                       
                    Reference:                              
                    Attention:                              
  
          4.   Without limiting the generality of Paragraph 2
  hereinabove, the tax forms to be delivered by the Assignee pursuant
  to Section 4.01 of the Credit Agreement, if any, will be promptly
  provided in compliance therewith.
  
          IN WITNESS WHEREOF, the Assignor and the Assignee have
  caused this Assignment and Acceptance to be executed by their
  respective duly authorized officials, officers or agents as of the
  date first above mentioned.
  
                    Very truly yours,
  
                    [Name of Assignor]
  
  
                    By                                 
                    Name:
                    Title:
  
  
                    [Name of Assignee]
  
  
                    By                                 
                    Name:
                    Title:
  
  
  BANK OF AMERICA NATIONAL TRUST
    AND SAVINGS ASSOCIATION,
    as Administrative Agent, hereby grants 
    its consent to the foregoing assignment:
  
  
  By                               
  Name:
  Title:
  
  
  GIANT INDUSTRIES, INC.
    hereby grants its consent
    to the foregoing assignment:
  
  
  
  By                               
  Name:
  Title:
  
  
  <PAGE>
  <PAGE>
                            EXHIBIT "F"
                                                     
                           FORM OF NOTE
  
                          [NAME OF BANK]
  
  
  $____________                               ___________ __, 1998
  
  
           FOR VALUE RECEIVED, the undersigned, GIANT INDUSTRIES,
  INC., a Delaware corporation (the "Borrower"), promises to pay to
  the order of _________________________ (the "Bank"), for the
  account of its Lending Office, the principal amount of ____________
  MILLION AND NO/100 DOLLARS ($____________) or the aggregate unpaid
  principal amount of all Revolving Loans made by the Bank to the
  Borrower pursuant to Section 2.01 of the Credit Agreement
  hereinafter referred to, whichever is less, in immediately
  available funds at BANK OF AMERICA NATIONAL TRUST AND SAVINGS
  ASSOCIATION, AGENCY MANAGEMENT SERVICES, #5596, 1850 Gateway
  Boulevard, 5th Floor, Concord, California 94520, at the times and
  in the amounts as set forth in the Credit Agreement.  The Borrower
  promises to pay interest on the unpaid principal balance of the
  Revolving Loans, from time to time outstanding, at the rates and on
  the dates set forth in the Credit Agreement.  The aggregate unpaid
  principal amount of all Revolving Loans shall be due and payable on
  the Termination Date.
  
           This note is one of the notes issued pursuant to and
  entitled to the benefits of that certain Credit Agreement, dated as
  of ____________ ____, 1998 (as the same may be amended, modified or
  restated from time to time, the "Credit Agreement"), among
  Borrower, the several financial institutions from time to time
  party thereto (the "Banks"), and BANK OF AMERICA NATIONAL TRUST AND
  SAVINGS ASSOCIATION as Administrative Agent for the Banks and as
  Letter of Credit Issuing Bank.  All capitalized terms used but not
  defined herein shall have the meaning assigned to them in the
  Credit Agreement.  Reference is made to the Credit Agreement for,
  inter alia, provisions for the prepayment hereof, the acceleration
  of the maturity hereof, and to the effect that no provision of the
  Credit Agreement or this Note shall require the payment or permit
  the charging or collection of interest in an amount in excess of
  the highest non-usurious amount permitted by applicable law.
  
           It is contemplated that by reason of prepayments hereon
  prior to the Termination Date, there may be times when no
  indebtedness is owing hereunder prior to such date, but
  notwithstanding such occurrence this note shall be in full force
  and effect as to the Revolving Loans made pursuant to the Credit
  Agreement subsequent to each such occurrence.
  
           All Revolving Loans made by the Bank pursuant to the
  Credit Agreement and all payments of the principal thereof shall be
  endorsed by the holder of this Note on the schedule annexed hereto
  (including any additional pages such holder may add to such
  schedule), which endorsement shall constitute prima facie evidence
  of the accuracy of the information so endorsed; provided, however,
  that the failure of the holder of this Note to insert any date or
  amount or other information on such schedule shall not in any
  manner affect the obligation of the Borrower to repay any Revolving
  Loans in accordance with the terms of the Credit Agreement.
  
           The Borrower and any and all sureties, guarantors and
  endorsers of this Note and all other parties now or hereafter
  liable hereon, severally waive, except as otherwise provided in the
  Credit Agreement, grace, demand, presentment for payment, protest,
  notice of any kind (including, but not limited to, notice of
  dishonor, notice of protest, notice of intention to accelerate and
  notice of acceleration) and diligence in collecting and bringing
  suit against any party hereto, and agree (i) to all extensions and
  partial payments, with or without notice, before or after maturity,
  (ii) to any substitution, exchange or release of any security now
  or hereafter given for this Note, (iii) to the release of any party
  primarily or secondarily liable hereon, and (iv) that it will not
  be necessary for the Bank, in order to enforce payment of this
  Note, to first institute or exhaust the Bank's remedies against the
  Borrower or any other party liable therefor or against any security
  for this Note.
  
           This Note may not be changed, modified or terminated
  orally, but only by an agreement in writing signed by the party
  charged.  If any term or provision of this Note shall be held
  invalid, illegal or unenforceable, the validity of all other terms
  and provisions herein shall in no way be affected thereby.
  
           IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS NOTE,
  THE BORROWER WAIVES THE RIGHT TO A TRIAL BY JURY AND THE DEFENSES
  OF FORUM NON CONVENIENS AND IMPROPER VENUE.  THIS NOTE SHALL BE
  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
  OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS AND
  SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE BORROWER
  AND INURE TO THE BENEFIT OF THE BANK AND ITS SUCCESSORS AND ASSIGNS
  (INCLUDING PARTICIPANTS) IN ACCORDANCE WITH THE TERMS OF THE CREDIT
  AGREEMENT.
  
           IN WITNESS WHEREOF, the Borrower has executed and
  delivered this Note on the date first above written.
  
                         GIANT INDUSTRIES, INC.
  
  
                         By                            
                         Name:
                         Title:
  
                                                      <PAGE>
  <PAGE>
                           GRID SCHEDULE
  
  
           Attached to and made part of the Note, dated ____________
  __, 1998, issued pursuant to that certain Credit Agreement, dated
  as of ____________ __, 1998, among GIANT INDUSTRIES, INC., a
  Delaware corporation, the several financial institutions from time
  to time party thereto (the "Banks"), and BANK OF AMERICA NATIONAL
  TRUST AND SAVINGS ASSOCIATION as Administrative Agent for the Banks
  from time to time party to the Credit Agreement and as Letter of
  Credit Issuing Bank.
  
  Date   Principal
   of     Amount    Type of   Interest  Interest   Maturity
  Loan   of Loan    Loan (1)    Rate    Period       Date
  
  
  
  CONTINUATION
  
  
  Amount
  of             Unpaid
  Principal      Principal      Name of
  Paid or        Balance        Person
  Prepaid or     (Balance       Making
  Converted      continued)     Notation
  
  
  
  <PAGE>
  <PAGE>
                            EXHIBIT "G"
  
                    FORM OF GUARANTY AGREEMENT
  
  
          THIS GUARANTY AGREEMENT (this "Guaranty") by each of the
  Persons now or hereafter signatories hereto (each a "Guarantor,"
  and, collectively, the "Guarantors"), is in favor of each of the
  Banks (herein defined) from time to time parties to the Credit
  Agreement (herein defined) and in favor of Bank of America National
  Trust and Savings Association (together with its successors and
  assigns, herein called the "Administrative Agent"), as Letter of
  Credit Issuing Bank and as the Administrative Agent for and on
  behalf of the financial institutions (the "Banks") now or hereafter
  party to that certain Credit Agreement (as the same may be amended,
  modified or restated from time to time and at any time, the "Credit
  Agreement"), dated as of _________, 1998, among Giant Industries,
  Inc., a Delaware corporation (the "Company"), the Banks and the
  Administrative Agent.  All capitalized terms used but not defined
  herein shall have the meaning assigned to them in the Credit
  Agreement.
  
                         W I T N E S S E T H:
  
          WHEREAS, pursuant to the terms of the Credit Agreement, the
  Banks have agreed to make certain Loans to the Company;
  
          WHEREAS, the obligation of the Banks to make the Loans is
  conditioned upon, among other things, the execution and delivery by
  the Guarantors of this Guaranty;
  
          WHEREAS, each Guarantor is a Subsidiary of the Company, is
  engaged in business related to the business of the Company, and
  will derive substantial direct and indirect economic benefit from
  the Loans;
  
          NOW, THEREFORE, (i) in consideration of the premises and to
  induce the Banks to enter into the Credit Agreement and to make
  and/or to continue the Loans, (ii) at the special insistence and
  request of the Administrative Agent and the Banks, and (iii) for
  other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged, each Guarantor, for the benefit
  of the Administrative Agent and the Banks, hereby agrees as
  follows:
  
          Section 1.     Defined Terms.  Unless otherwise defined
  herein, terms defined in the Credit Agreement are used herein as
  therein defined.
  
          Section 2.     Guaranty.  
  
               (a)  Each Guarantor hereby, jointly and severally with
  the Other Guarantors (as defined in Section 17 of this Guaranty),
  unconditionally and irrevocably guarantees the prompt performance
  and payment in full in Dollars by the Company when due (whether at
  stated maturity, by acceleration or otherwise) of the Obligations
  of the Company, and further agrees to pay all costs, fees and
  expenses (including, without limitation, counsel fees, and the
  allocated cost of in-house counsel) incurred by the Administrative
  Agent or any Bank in enforcing any rights under this Guaranty;
  subject, however, to the limitations set forth in Section 2(b)
  hereof.
  
               (b)  Each Guarantor and by their acceptance hereof
  each of the Administrative Agent and each Bank hereby confirms that
  it is the intention of all such parties that the guarantee by such
  Guarantor pursuant to this Guaranty not constitute a fraudulent
  transfer or conveyance for purposes of any federal, state or
  foreign law.  To effectuate the foregoing intention, the
  Administrative Agent, the Banks and each Guarantor hereby
  irrevocably agree that the obligations of each Guarantor under the
  Guaranty shall be limited to the maximum amount as will, after
  giving effect to all other contingent and fixed liabilities of such
  Guarantor and after giving effect to any collections from or
  payments made by or on behalf of any Other Guarantor (as defined in
  Section 17 of this Guaranty) in respect of the obligations of such
  Other Guarantor under its Guaranty or pursuant to Section_17
  hereof, result in the obligations of such Guarantor under this
  Guaranty not constituting a fraudulent conveyance or fraudulent
  transfer under federal, state or foreign law; provided, however,
  that (i) the obligations of each Guarantor shall be presumed to be
  the full amount of the Obligations and (ii) if any Guarantor claims
  that such Guarantor's liability hereunder is less than the entire
  amount of the Obligations, such Guarantor shall have the burden of
  proving, by clear and convincing evidence, that such Guarantor's
  liability hereunder should be so limited since the information
  concerning, and the circumstances of, the financial condition of
  such Guarantor is more readily available to and is under the
  control of such Guarantor.  Consistent with the intention of the
  Guarantors and the Banks that the Obligations are and shall be
  "Senior Indebtedness" (as such term is defined in the Indentures),
  it is the intention of the parties hereto that, in determining the
  amount of "all other contingent and fixed liabilities" of each
  Guarantor, for purposes of the preceding sentence, the liabilities
  of such Guarantor in respect of its guaranty of the indebtedness
  evidenced by the Subordinated Notes shall first be determined by
  reducing such liabilities to the maximum extent necessary and/or
  possible, in accordance with the terms of such guaranty, to avoid
  and/or minimize any corresponding reduction in the liabilities of
  such Guarantor hereunder.
  
          Section 3.     Guaranty Absolute.  
  
               (a)  The obligations of each Guarantor hereunder are
  those of a primary obligor, and not merely a surety, and are
  independent of the Obligations and the obligations of each Other
  Guarantor (as defined in Section 17 of this Guaranty).  A separate
  action or actions may be brought against the Guarantors, or any of
  them, whether or not an action is brought against the Company, any
  other guarantor (including the Other Guarantors) or any other
  obligor in respect of the Obligations or whether the Company, any
  other guarantor (including Other Guarantors) or any other obligor
  in respect of the Obligations is joined in any such action or
  actions.
  
               (b)  The Guarantors guarantee that the Obligations
  will be paid and performed strictly in accordance with the terms of
  the Credit Agreement and the other Loan Documents regardless of any
  law, regulation or order now or hereafter in effect in any
  jurisdiction affecting any of such terms or the rights of the
  Administrative Agent or the Banks with respect thereto.  Each
  Guarantor agrees that its guarantee constitutes a guarantee of
  payment when due and not of collection.  The liability of the
  Guarantors under this Guaranty shall be absolute and unconditional
  irrespective of:
  
          (i)  any lack of genuineness, validity, legality or
  enforceability of the Credit Agreement, any other Loan Document or
  any other document, agreement or instrument relating thereto or any
  assignment or transfer of any thereof; 
  
          (ii) any change in the time, manner or place of payment of,
  or in any other term of, all or any of the Obligations (including,
  without limitation, the possible extension of the Termination Date
  and increase of the amount of the Commitments all on the terms and
  conditions set forth in the Credit Agreement), or any waiver,
  indulgence, compromise, renewal, extension, amendment, modification
  of, or addition, consent, supplement to, or consent to departure
  from, or any other action or inaction under or in respect of, the
  Credit Agreement or any other Loan Document or any document,
  instrument or agreement relating to the Obligations or any other
  instrument or agreement referred to therein or any assignment or
  transfer of any thereof;
  
          (iii)     any release or partial release of any other
  guarantor (including Other Guarantors (as defined in Section 17 of
  this Guaranty)) or other obligor in respect of the Obligations;
  
          (iv) any exchange, release or non-perfection of any
  collateral for all or any of the Obligations, or any release, or
  amendment or waiver of, or consent to departure from, any guaranty
  or security, for all or any of the Obligations;
  
          (v)  any furnishing of any additional security for any of
  the Obligations;
  
          (vi) the liquidation, bankruptcy, insolvency or
  reorganization of the Company, any other guarantor (including Other
  Guarantors (as defined in Section 17 of this Guaranty)) or other
  obligor in respect of the Obligations or any action taken with
  respect to this Guaranty by any trustee or receiver, or by any
  court, in any such proceeding;
  
          (vii)     any modification or termination of any
  intercreditor or subordination agreement pursuant to which the
  claims of other creditors of the Company or of a Guarantor are
  subordinated to those of the Banks; or
  
          (viii)    any other circumstance which might otherwise
  constitute a defense available to, or a legal or equitable
  discharge of, the Company or a Guarantor.
  
               (c)  This Guaranty shall continue to be effective or
  be reinstated, as the case may be, if at any time payment or
  performance of the Obligations, or any part thereof, is, upon the
  insolvency, bankruptcy or reorganization of the Company or a
  Guarantor or otherwise pursuant to applicable law, rescinded or
  reduced in amount or must otherwise be restored or returned by the
  Administrative Agent or any Bank, all as though such payment or
  performance had not been made.
  
               (d)  If an event permitting the acceleration of any of
  the Obligations shall at any time have occurred and be continuing
  and such acceleration shall at such time be prevented by reason of
  the pendency against the Company of a case or proceeding under any
  bankruptcy or insolvency law, the Guarantors agree that, for
  purposes of this Guaranty and their obligations hereunder, the
  Obligations shall be deemed to have been accelerated and the
  Guarantors shall forthwith pay such Obligations (including, without
  limitation, interest which but for the filing of a petition in
  bankruptcy with respect to the Company, would accrue on such
  Obligations), and the other obligations hereunder, without any
  further notice or demand.
  
          Section 4.     Waivers.  To the extent permitted by
  applicable law, the Guarantors hereby waive promptness, diligence,
  notice of intention to accelerate, notice of acceleration, notice
  of acceptance and any and all other notices with respect to any of
  the Obligations and this Guaranty and any requirement that the
  Administrative Agent or any Bank protect, secure, perfect or insure
  any security interest in or any Lien on any property subject
  thereto or exhaust any right or take any action against the
  Company, any other guarantor (including Other Guarantors (as
  defined in Section 17 of this Guaranty)) or any other Person or any
  collateral or security or to any balance of any deposit accounts or
  credit on the books of any Bank in favor of the Company or the
  Guarantors.  Guarantors expressly waive each and every right to
  which they may be entitled by virtue of the suretyship law of the
  State of California.
  
          Section 5.     Subrogation.
  
               (a)  No Guarantor will exercise any rights of
  subrogation, reimbursement and contribution, contractual, statutory
  or otherwise, which it may acquire by way of subrogation under this
  Guaranty, by any payment hereunder or otherwise, until all of the
  Obligations of the Company have been paid, all Commitments have
  terminated and all Letters of Credit have expired.
  
               (b)  If, in the exercise of any of its rights and
  remedies, the Administrative Agent or any Bank shall forfeit any of
  its rights or remedies, including its right to enter a deficiency
  judgment against the Company or any other Person, whether because
  of any applicable laws pertaining to "election of remedies" or the
  like, the Guarantors hereby consent to such action by the
  Administrative Agent or such Bank and waive any claim based upon
  such action, even if such action by the Administrative Agent or
  such Bank shall result in a full or partial loss of any rights of
  subrogation which the Guarantors, or any of them, might otherwise
  have had but for such action by the Administrative Agent or such
  Bank.  Any election of remedies which results in the denial or
  impairment of the right of the Administrative Agent or such Bank to
  seek a deficiency judgment against the Company shall not impair a
  Guarantor's obligation to pay the amount of the Obligations
  provided herein as to such Guarantor.  In the event the
  Administrative Agent or any Bank shall bid at any foreclosure or
  trustee's sale or at any private sale permitted by law or under the
  Loan Documents, the Administrative Agent or such Bank may bid all
  or less than the amount of the Obligations and the amount of such
  bid need not be paid by the Administrative Agent or such Bank but
  shall be credited against the Obligations.  The amount of the
  successful bid at any such sale, whether the Administrative Agent
  or such Bank or any other party is the successful bidder, shall be
  conclusively deemed to be the fair market value of the collateral
  and the difference between such bid amount and the remaining
  balance of the Obligations shall be conclusively deemed to be the
  amount of the Obligations guaranteed under this Guaranty,
  notwithstanding that any present or future law or court decision or
  ruling may have the effect of reducing the amount of any deficiency
  claim to which the Administrative Agent or any Bank might otherwise
  be entitled but for such bidding at any such sale.
  
          Section 6.     Representations and Warranties.
  
               (a)  General.  Each Guarantor represents and warrants
  to the Administrative Agent and the Banks as of the date hereof
  that all of the representations and warranties contained in Article
  VI of the Credit Agreement are true and correct with respect to the
  Guarantor to the extent such representations and warranties refer
  to such Guarantor, and such representations and warranties are
  hereby incorporated by reference. 
  
               (b)  Full Disclosure.  Each Guarantor represents and
  warrants that none of the representations or warranties made by the
  Guarantor or any of its Subsidiaries in the Loan Documents as of
  the date such representations and warranties are made or deemed
  made, and none of the statements contained in any exhibit, report,
  written statement or certificate furnished by or on behalf of the
  Guarantor or any of its Subsidiaries in connection with the Loan
  Documents (including the offering and disclosure materials
  delivered by or on behalf of the Guarantor to the Banks prior to
  the Execution Date), taken as a whole, contains any untrue
  statement of a material fact known to the Guarantor or omits any
  material fact known to the Guarantor required to be stated therein
  or necessary to make the statements made therein, in light of the
  circumstances under which they are made, not misleading as of the
  time when made or delivered.
  
               (c)  Benefit to Guarantor.  Each Guarantor represents
  and warrants that the Guarantor has determined that its liability
  and obligation under this Guaranty will substantially benefit it
  directly, and its board of directors has made that determination. 
  The Company, the Guarantors and the other Subsidiaries of the
  Company are mutually dependent on each other in the conduct of
  their respective businesses and do business together as an
  integrated business enterprise.  The maintenance and improvement of
  the Company's financial condition is vital to sustaining the
  Guarantors' businesses and the transactions contemplated in the
  Credit Agreement produce distinct and identifiable financial and
  economic direct and indirect benefits to the Guarantors.
  
  The representations and warranties set forth in this Section 6
  shall survive the execution and delivery of this Guaranty.
  
          Section 7.     Further Assurances.
  
               (a)  As long as any of the Obligations remain
  outstanding and the Commitments have not expired, the Guarantors
  shall, unless the Majority Banks waive compliance in writing,
  comply with all the covenants related to the Guarantors, or any of
  them, contained in the Credit Agreement.
  
               (b)  The Guarantors agree that at any time and from
  time to time, at the expense of the Guarantors, the Guarantors will
  promptly execute and deliver all further instruments and documents,
  and take all further action, that may be necessary or desirable, or
  that the Administrative Agent may reasonably request, to enable the
  Administrative Agent to protect and to exercise and enforce its
  rights and remedies hereunder. 
  
          Section 8.     Application of Payments.  Any payment
  received by the Administrative Agent from the Guarantors (or from
  any Bank pursuant to Section 13 below), shall be applied by the
  Administrative Agent as follows:
  
     First, to the payment of costs and expenses of collection and
  all expenses (including, without limitation, any legal fees and
  disbursements and the allocated cost of in-house counsel),
  liabilities and advances made or incurred by the Administrative
  Agent in connection therewith;
  
     Next, to the Banks pro rata, based on the then outstanding
  amount of the Obligations owed to each in payment in full of the
  Obligations; and
  
     Finally, after payment in full of all Obligations and the
  termination of the Commitments, the payment to the Guarantors, or
  their respective successors and assigns, or to whomsoever may be
  lawfully entitled to receive the same or as a court of competent
  jurisdiction may direct, of any surplus then remaining from such
  proceeds.
  
          Section 9.     Decisions Relating to Exercise of Remedies. 
  Notwithstanding anything in this Guaranty to the contrary, the
  Administrative Agent may exercise, and at the request of the
  Majority Banks shall exercise or refrain from exercising, all
  rights and remedies provided for herein and provided by law.
  
          Section 10.    No Waiver.  No failure on the part of the
  Administrative Agent or any Bank to exercise, and no delay in
  exercising, any right hereunder shall operate as a waiver thereof;
  nor shall any single or partial exercise of any right hereunder
  preclude any other or further exercise thereof or the exercise of
  any other right.  The remedies herein provided are cumulative and
  not exclusive of any remedies provided by law.
  
          Section 11.    Amendments, Etc.  No amendment or waiver of
  any provision of this Guaranty, nor consent to any departure by any
  Guarantor herefrom, shall in any event be effective unless the same
  shall be in writing and signed, in the case of amendments, by the
  Guarantor(s) affected thereby and by the Administrative Agent, and,
  in the case of consents or waivers, by the Administrative Agent,
  and then such amendment, waiver or consent shall be effective only
  in the specific instance and for the specific purpose for which
  made or given.  Nothing in this Section 11 shall require the
  Administrative Agent to obtain the consent of any Guarantor prior
  to taking any action described in Section 3(b) hereof.
  
          Section 12.    Notices.  All notices, requests and other
  communications provided for hereunder shall be in writing and given
  to Administrative Agent as provided in Section 11.02 of the Credit
  Agreement.  All communications and notices hereunder to the
  Guarantors shall be given to the Guarantors at their respective
  addresses set forth on the signature pages hereof or at such other
  address as shall be designated by Guarantors in a written notice to
  the Administrative Agent.
  
          Section 13.    Right to Set-off.
  
               (a)  Upon the occurrence and during the continuance of
  any Event of Default under the Credit Agreement, the Guarantors
  authorize each Bank at any time and from time to time, to the
  fullest extent permitted by law, to set-off and apply any and all
  deposits (general or special, time or demand, provisional or final)
  at any time held and other indebtedness at any time owing by such
  Bank to or for the credit or the account of the Guarantors against
  any and all of the Obligations, without prior notice to Guarantors
  or demand under this Guaranty, all of which are hereby waived, and
  although such Obligations may be contingent and unmatured.  Each
  Bank which sets-off pursuant to this Section 13(a) shall give
  prompt notice to the Guarantor affected thereby following the
  occurrence thereof; provided that the failure to give such notice
  shall not affect the validity of the set-off.
  
               (b)  Any payment obtained pursuant to Section 13(a)
  above (or in any other manner directly from the Guarantors, or any
  of them) by any Bank shall be remitted to the Administrative Agent
  and distributed among the Banks in accordance with the provisions
  of Section 8 above.
  
          Section 14.    Continuing Guaranty.  This Guaranty is a
  continuing guaranty and shall (a) remain in full force and effect
  until payment in full (after the termination of the Commitments) of
  the Obligations and all other amounts payable under this Guaranty;
  (b) be binding upon the Guarantors, their respective successors and
  assigns; and (c) inure to the benefit of the Administrative Agent,
  the Banks and their respective successors, transferees and assigns. 
  Without limiting the generality of the foregoing clause (c), any
  Bank may assign or otherwise transfer its rights and obligations
  under the Credit Agreement to any other Person or entity, and such
  other Person or entity shall thereupon become vested with all the
  benefits in respect thereof granted to the Bank herein or
  otherwise, all as provided in, and to the extent set forth in,
  Sections 11.07 and 11.08 of the Credit Agreement.
  
          Section 15.    Subordination of the Credit Parties'
  Obligations to the Guarantors.  Each of the Guarantors hereby
  expressly covenants and agrees for the benefit of the
  Administrative Agent and the Banks that all obligations and
  liabilities of the Company, the Other Guarantors (as defined in
  Section 17 of this Guaranty) and each of their respective
  Subsidiaries to the Guarantors of whatsoever description
  (including, without limitation, all intercompany receivables of the
  Guarantors from the Company, Other Guarantors and Subsidiaries)
  shall be subordinated and junior in right of payment to the
  Obligations.  Following the occurrence of an Event of Default, any
  indebtedness of the Company, Other Guarantors and their
  Subsidiaries to the Guarantors shall, if the Administrative Agent
  shall so request, be collected and received by the Guarantors as
  trustees for the Administrative Agent and the Banks and paid over
  to the Administrative Agent and the Banks on account of the
  Obligations but without reducing or affecting in any manner the
  liability of the Guarantors under this Guaranty. 
  
          Section 16.    Financial Reporting.  Each Guarantor shall
  furnish to the Administrative Agent all such financial statements
  and other information relating to the financial condition,
  properties and affairs of the Guarantor as any Bank, acting through
  the Administrative Agent, may from time to time reasonably request.
  
          Section 17.    Other Guarantors.  Each Guarantor
  acknowledges that this Guaranty is a master Guaranty pursuant to
  which other Subsidiaries of the Company (collectively, the "Other
  Guarantors") now or hereafter may guarantee the payment and
  performance of the Obligations, jointly and severally.  In order to
  provide for just and equitable contribution among the Guarantors,
  the Guarantors agree, inter se, that in the event any payment or
  distribution is made by any Guarantor (a "Funding Guarantor") under
  this Guaranty, such Funding Guarantor shall be entitled to a
  contribution from each Other Guarantor in a pro rata amount based
  on the Adjusted Net Assets (hereinafter defined) of each Guarantor
  (including the Funding Guarantor) for all payments, damages and
  expenses incurred by the Funding Guarantor in discharging the
  Obligations of the Company or any Other Guarantor's obligations
  with respect to this Guaranty.  For the purposes of this Section
  17, the "Adjusted Net Assets" of a Guarantor at any date shall mean
  the lesser of (i) the amount by which the fair value of the
  property of such Guarantor exceeds the total amount of liabilities
  of such Guarantor, including, without limitation, contingent
  liabilities (after giving effect to all other fixed and contingent
  liabilities incurred or assumed on such date, calculated in
  accordance with Section 2(b) hereof), but excluding liabilities
  under the Guaranty of such Guarantor at such date, and (ii) the
  amount by which the present fair saleable value of the assets of
  such Guarantor at such date exceeds the amount that will be
  required to pay the probable liability of such Guarantor on its
  debts (after giving effect to all other fixed and contingent
  liabilities incurred or assumed on such date, calculated in
  accordance with Section 2(b) hereof, and after giving effect to any
  collection from any Subsidiary of such Guarantor in respect of the
  obligations of such Subsidiary under this Guaranty), excluding debt
  in respect of this Guaranty, as they become absolute and matured. 
  In the event the Guarantor makes any such payment to a Funding
  Guarantor, the Guarantor shall be subrogated to the rights of such
  Funding Guarantor to the extent of such payment.  Notwithstanding
  any provision of this Guaranty to the contrary, all rights of any
  Funding Guarantors under this Section and all other rights of
  indemnity, contribution or subrogation under applicable law or
  otherwise shall be fully subordinated to the indefeasible payment
  in full, in cash, of the Obligations, and no payment may be made in
  respect of such rights of indemnity, contribution or subrogation
  until all of the Obligations have been paid in full, in cash, all
  Commitments have terminated and all Letters of Credit have expired.
  No failure on the part of any one or more of the Guarantors to make
  the payments required by this Section (or any other payments
  required under applicable law or otherwise) shall in any respect
  limit the obligations and liabilities of the Other Guarantors with
  respect to this Guaranty, its being agreed that each Guarantor
  shall remain liable, jointly and severally with the Other
  Guarantors, for up to the full amount of the Obligations, except as
  the amount thereof may be limited as to a Guarantor by operation of
  Section 2(b) hereof.  This Section 17 is intended only to confirm
  the relative rights of the Guarantors among themselves, and nothing
  set forth in this sentence is intended to or shall impair the
  obligations of the Guarantors, jointly and severally, to pay to the
  Administrative Agent and the Banks, or any one or more of them, as
  the case may be, the Obligations as and when the same shall become
  due and payable in accordance with the terms of this Guaranty.
  
          Section 18.    Severability.  If for any reason any
  provision or provisions hereof are determined to be invalid and
  contrary to any existing or future law, such invalidity shall not
  impair the operation of or affect those portions of this Guaranty
  which are valid.
  
          Section 19.    Taxes.
  
               (a)  Any and all payments by the Guarantors to each
  Bank or the Administrative Agent under this Guaranty and any other
  Loan Document shall be made free and clear of, and without
  deduction or withholding for, any Taxes.  In addition, the
  Guarantors shall pay all Other Taxes.
  
               (b)  The Guarantors, jointly and severally agree to
  indemnify and hold harmless each Bank and the Administrative Agent
  for the full amount of Taxes or Other Taxes (including any Taxes or
  Other Taxes imposed by any jurisdiction on amounts payable under
  this Section) paid by the Bank or the Administrative Agent and any
  liability (including penalties, interest, additions to tax and
  expenses) arising therefrom or with respect thereto, whether or not
  such Taxes or Other Taxes were correctly or legally asserted. 
  Payment under this indemnification shall be made within 30 days
  after the date the Bank or the Administrative Agent makes written
  demand therefor.  
  
               (c)  If any Guarantor shall be required by law to
  deduct or withhold any Taxes or Other Taxes from or in respect of
  any sum payable hereunder to any Bank or the Administrative Agent,
  then: (i) the sum payable shall be increased as necessary so that
  after making all required deductions and withholdings (including
  deductions and withholdings applicable to additional sums payable
  under this Section) such Bank or the Administrative Agent, as the
  case may be, receives an amount equal to the sum it would have
  received had no such deductions or withholdings been made; (ii) the
  Guarantor shall make such deductions and withholdings; (iii) the
  Guarantor shall pay the full amount deducted or withheld to the
  relevant taxing authority or other authority in accordance with
  applicable law; and (iv) the Guarantor shall also pay to each Bank
  or the Administrative Agent for the account of such Bank, at the
  time interest is paid, all additional reasonable amounts which the
  respective Bank specifies as necessary to preserve the after-tax
  yield the Bank would have received if such Taxes or Other Taxes had
  not been imposed.
  
               (d)  Within 30 days after the date of any payment by
  any Guarantor of Taxes or Other Taxes, the Guarantor shall furnish
  the Administrative Agent the original or a certified copy of a
  receipt evidencing payment thereof, or other evidence of payment
  satisfactory to the Administrative Agent.
  
          SECTION 20.    Addition of Guarantors.  Any Person who is
  not a Guarantor on the date hereof may become a Guarantor by
  executing and delivering to the Administrative Agent a Supplemental
  Guaranty substantially in the form attached hereto, which
  Supplemental Guaranty thereafter shall constitute a signature page
  and part hereof for all purposes.
  
          SECTION 21.    GOVERNING LAW AND JURISDICTION.
  
               (a)  THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED
  IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA (WITHOUT
  REGARD TO PRINCIPLES OF CONFLICTS OF LAWS); PROVIDED THAT THE
  ADMINISTRATIVE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING
  UNDER FEDERAL LAW.
  
               (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
  THIS GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE
  COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR THE
  NORTHERN DISTRICT OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF
  THIS GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT
  OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. 
  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR FURTHER
  IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
  AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
  MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
  PREPAID, TO IT AT ITS ADDRESS SPECIFIED IN SECTION 12 HEREOF, SUCH
  SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER SUCH MAILING.  NOTHING
  HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY
  BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
  COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
  GUARANTORS IN ANY OTHER JURISDICTION.  EACH GUARANTOR WAIVES
  PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
  MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.
  
               (c)  EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION,
  INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
  GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE
  TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN
  RESPECT OF THIS GUARANTY OR ANY DOCUMENT RELATED HERETO.  
  
          SECTION 22.    WAIVER OF JURY TRIAL.  EACH GUARANTOR WAIVES
  ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
  UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTY, THE OTHER LOAN
  DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN
  ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
  ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED
  PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT
  CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH GUARANTOR AGREE THAT ANY
  SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL
  WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH GUARANTOR
  FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY
  OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
  PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE
  VALIDITY OR ENFORCEABILITY OF THIS GUARANTY OR THE OTHER LOAN
  DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL
  APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
  MODIFICATIONS TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.
  
          SECTION 23.    ENTIRE AGREEMENT.  THIS WRITTEN GUARANTY 
  (INCLUDING ANY SUPPLEMENTAL GUARANTY OR OTHER AGREEMENT BY WHICH A
  PERSON BECOMES A GUARANTOR) AND THE INSTRUMENTS AND DOCUMENTS
  EXECUTED IN CONNECTION HEREWITH, REPRESENT THE FINAL AGREEMENT
  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
  PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
  PARTIES.
  
          THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
  
          IN WITNESS WHEREOF, the Guarantors have caused this
  Guaranty to be duly executed and delivered by their respective
  officers thereunto duly authorized as of the date(s) specified
  below.
  
  
  Date:   
          
  GIANT INDUSTRIES ARIZONA, INC.
  
  By             
  Name:          
  Title:         
  Address:         c/o Giant Industries, Inc.
          23733 North Scottsdale Road
          Scottsdale, Arizona  85255-3465
          Attention:  President
  
  
  
  
  GIANT EXPLORATION & PRODUCTION
  COMPANY
  
  By             
  Name:          
  Title:         
  Address:         c/o Giant Industries, Inc.
          23733 North Scottsdale Road
          Scottsdale, Arizona  85255-3465
          Attention:  President
  
  
  
  
  GIANT FOUR CORNERS, INC.
  
  By             
  Name:          
  Title:         
  Address:         c/o Giant Industries, Inc.
          23733 North Scottsdale Road
          Scottsdale, Arizona  85255-3465
          Attention:  President
  
  
  
  
  CINIZA PRODUCTION COMPANY
  
  By             
  Name:          
  Title:         
  Address:         c/o Giant Industries, Inc.
          23733 North Scottsdale Road
          Scottsdale, Arizona  85255-3465
          Attention:  President
  
  
  
  
  SAN JUAN REFINING COMPANY
  
  By             
  Name:          
  Title:         
  Address:         c/o Giant Industries, Inc.
          23733 North Scottsdale Road
          Scottsdale, Arizona  85255-3465
          Attention:  President
  
  
  
  
  PHOENIX FUEL CO., INC.
  
  By             
  Name:          
  Title:         
  Address:         c/o Giant Industries, Inc.
          23733 North Scottsdale Road
          Scottsdale, Arizona  85255-3465
          Attention:  President
  
  
  
  
  DEGUELLE OIL COMPANY
  
  By             
  Name:          
  Title:         
  Address:         c/o Giant Industries, Inc.
          23733 North Scottsdale Road
          Scottsdale, Arizona  85255-3465
          Attention:  President
  
  
  
  
  GIANT MID-CONTINENT, INC.
  
  By             
  Name:          
  Title:         
  Address:         c/o Giant Industries, Inc.
          23733 North Scottsdale Road
          Scottsdale, Arizona  85255-3465
          Attention:  President
  
  
  
  
  GIANT STOP-N-GO OF NEW MEXICO, INC.
  
  By             
  Name:          
  Title:         
  Address:         c/o Giant Industries, Inc.
          23733 North Scottsdale Road
          Scottsdale, Arizona  85255-3465
          Attention:  President
  
  
  <PAGE>
  <PAGE>
                            [FORM OF] 
                      SUPPLEMENTAL GUARANTY
                                                     
                                                     
          This SUPPLEMENTAL GUARANTY (this "Supplemental Guaranty")
  is executed and delivered as of               , 199__, by           
         , a                  corporation ("New Guarantor") in favor
  of Bank of America National Trust and Savings Association, as
  Administrative Agent and as Letter of Credit Issuing Bank, and the
  financial institutions from time to time parties to that certain
  Credit Agreement (as previously and/or hereafter amended, modified,
  supplemented or restated from time to time and at any time, the
  "Credit Agreement"), entered into as of               , 1998, by
  and among Giant Industries, Inc., the financial institutions from
  time to time parties thereto (the "Banks") and Bank of America
  National Trust and Savings Association, as Administrative Agent for
  the Banks and as Letter of Credit Issuing Bank.  Capitalized terms
  used but not otherwise defined herein have the meanings assigned to
  them in the Credit Agreement.
  
          WHEREAS, pursuant to the terms of the Credit Agreement, the
  Banks agreed to make certain Loans to the Company; and
  
          WHEREAS, pursuant to the terms of the Credit Agreement, the
  Guarantors executed and delivered the Guaranty Agreement (as
  previously and/or hereafter amended, modified, supplemented or
  restated from time to time and at any time, the "Guaranty") in the
  form attached to the Credit Agreement as Exhibit G; and
  
          WHEREAS, pursuant to Section 7.12 of the Credit Agreement,
  the Company agreed that if, at any time after the date of the
  Credit Agreement, there exists any Subsidiary incorporated under
  the laws of any state in the United States of America with total
  assets with a book value of $5,000,000 or more, then the Company
  shall, among other things, cause such Subsidiary to execute and
  deliver to the Administrative Agent a Supplemental Guaranty in the
  form attached to the Guaranty; and
  
          WHEREAS, New Guarantor has become a Subsidiary of the
  Company (within the meaning of the Credit Agreement) incorporated
  under the laws of the state of         with total assets with a
  book value equal to or exceeding $5,000,000; and
  
          NOW, THEREFORE, (i) in consideration of the foregoing
  premises and to induce the Banks to continue to extend credit to
  the Company in accordance with the Credit Agreement, (ii) at the
  special insistence of the Company, the Administrative Agent and the
  Banks, and (iii) for other good and valuable consideration, the
  receipt and sufficiency of which are hereby acknowledged, New
  Guarantor, for the benefit of the Administrative Agent and the
  Banks, hereby agrees as follows:
  
          1.  New Guarantor hereby elects to become a Guarantor for
  purposes of the Credit Agreement, effective from the date hereof,
  and agrees to perform all of the obligations of a Guarantor under,
  and to be bound in all respects by the terms of, the Guaranty
  (including without limitation all waivers, releases,
  indemnifications and submissions set forth therein), all of which
  terms are incorporated herein by reference, as if New Guarantor
  were a signatory party thereto, and, accordingly, New Guarantor
  hereby, jointly and severally with the Other Guarantors (as defined
  in Section 17 of the Guaranty), unconditionally and irrevocably
  guarantees the prompt performance and payment in full in Dollars by
  the Company when due (whether at stated maturity, by acceleration
  or otherwise) of the Obligations of the Company, and further agrees
  to pay all costs, fees and expenses (including, without limitation,
  counsel fees, and the allocated cost of in-house counsel) incurred
  by the Administrative Agent or any Bank in enforcing any rights
  under the Guaranty, in all respects upon the terms set forth in the
  Guaranty.
  
          2.  Henceforth, all references to the "Guarantors," or each
  individual "Guarantor," in the Guaranty shall be deemed to include
  New Guarantor, in addition to the other Guarantors, as if New
  Guarantor were a signatory party thereto.
  
          3.  New Guarantor hereby represents and confirms that the
  representations and warranties set forth in the Guaranty and the
  representations and warranties set forth in the Credit Agreement
  with respect to each and/or all of the Guarantors and/or the
  Subsidiaries of the Company are true and correct in all material
  respects with respect to New Guarantor on and as of the date hereof
  (and after giving effect hereto), as if set forth herein in their
  entirety.
  
          4.  The address to which notices to New Guarantor under the
  Guaranty should be directed is as follows:
  
                                             
  
                                             
  
                                             
  
                                             
  
          5.  This Supplemental Guaranty shall be governed by and
  construed in accordance with the laws of the State of California. 
  Acceptance and notice of acceptance hereof are hereby waived in all
  respects.
  
          6.  THIS Supplemental Guaranty AND THE GUARANTY
  INCORPORATED HEREIN BY REFERENCE REPRESENT THE FINAL AGREEMENT
  BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
  MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
  SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  
  
          THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
  
          IN WITNESS WHEREOF, this Supplemental Guaranty is hereby
  executed and delivered as of the date first above written.
  
                      [NAME OF NEW GUARANTOR]
                      By                            
                      Name:                         
                      Title:                             
  
  <PAGE>
  <PAGE>
                           EXHIBIT "H"
  
                  FORM OF BORROWING BASE REPORT
              DELIVERED PURSUANT TO SECTION 7.02(a)
                      OF THE CREDIT AGREEMENT
  
                      BORROWING BASE REPORT
  
             Calendar Month Ended _________________, ____
  
          The undersigned authorized officer of GIANT INDUSTRIES,
  INC., a Delaware corporation (the "Company"), delivers this
  Certificate pursuant to Section 7.02(a) of the Credit Agreement
  dated as of ________________, 1998 (the "Credit Agreement"), among
  the Company, the several financial institutions from time to time
  party thereto (the "Banks"), and Bank of America National Trust and
  Savings Association (the "Administrative Agent"), as administrative
  agent for the Banks and as Letter of Credit Issuing Bank. 
  Capitalized terms used herein without definition have the meanings
  assigned to them in the Credit Agreement.  The undersigned hereby
  certifies to the Administrative Agent and the Banks as follows:
  
          1.   The undersigned hereby certifies that, to the best of
  his knowledge (a) Annex 1 hereto is a true and accurate calculation
  of the Borrowing Base as at the end of the calendar month ended
  ________________, _____, determined in accordance with the
  requirements of the Credit Agreement, and (b) Annex 2 hereto is a
  correct description of the aging of all Eligible Account
  Receivables as at the end of the calendar month ended
  _________________, ____.
  
          2.   All Eligible Refinery Hydrocarbon Inventory covered by
  this Certificate has been produced in compliance with all
  applicable laws, including, without limitation, the minimum wage
  and overtime requirement of the Fair Labor Standards Act of 1938,
  as amended.
  
          EXECUTED AND DELIVERED as of ______________, _____.
  
                     GIANT INDUSTRIES, INC.
  
  
                     By                            
                          Authorized Officer
  
                                                      <PAGE>
  <PAGE>
                            ANNEX 1
                                                     
                     GIANT INDUSTRIES, INC.
                                                     
                   BORROWING BASE CERTIFICATE
  
                         Calendar Month
                   Ended ____________, _____
  
  
  
  
  Borrowing Base Calculation:
  
  A. Eligible Accounts Receivable Borrowing Base
  Amount [Item 4.D. from Annex 1a attached
  hereto]                                         $______________
  
  B. Eligible Refinery Hydrocarbon Inventory
  Borrowing Base Amount [Total indicated in
  Annex 1b attached hereto]                       $______________
  
  C. Borrowing Base (Sum of A & B)                $______________
  
  Lesser of Borrowing Base or $65,000,000         $______________
  
  Less Outstanding at Month End:
  
    Effective Amount of Revolving Loans
    Outstanding                                   $______________
  
    Effective Amount of L/C Obligations
    Outstanding                                   $______________
  
          Total Outstanding                      ($______________)
  
  NET AVAILABILITY AT MONTH END:                  $______________
  
  
                                                      <PAGE>
  <PAGE>
                            ANNEX 1(a)
                       GIANT INDUSTRIES, INC.
         DETAIL OF ELIGIBLE ACCOUNTS RECEIVABLE, FIFO BASIS
  
                        ________________, _____
                                                     
  
                                  A                     B
                          Preferred Account       Other Account
                              Obligors               Obligors
  1. Service Stations:
     A. Trade                 ________               ________
     B. Other                 ________               ________
     C. Giant Travel Center   ________               ________
        1. Trade              ________               ________
        2. Other              ________               ________
     D. Total                           ______                ______
  
  2. Refinery:
     A. Trade                 ________               ________
     B. Raw material supply   ________               ________
     C. Product supply        ________               ________
     D. Total                           ______                ______
  
  3. Phoenix Fuel:                      ______                ______
  4. Eligible Accounts Receivable
     A. Total Accounts Receivable
        (Item 1.D. plus Item 2.D.
         plus Item 3)                   $_____                $_____
     B. Advance Rate                    x  .90                x   .8
     C. Sub Total per Obligor
        Type (AxB)                      $_____                $_____
     D. Total Eligible Accounts
        Receivables Borrowing Base
        Amount (Sum of Columns A
        and B)                                                $_____
  <PAGE>
  <PAGE>
                            ANNEX 1(b)
                      GIANT INDUSTRIES, INC.
                         INVENTORY DETAIL
                        ___________, _____
  
                     Blmfld  Ciniza  Albq  Other  Total
                      Bbls     Bbls   Term. Bbls   Bbls   $/Bbl    $
  Feed Stock
  Crude Oil
   Field Tanks/Terminals
   Pipeline Linefill
   Tex new Mex Pipeline
   Exchange and Other
   Common Carriers
   On site
     (Less BS&W)
     (Less Slop)
  
  NGL's
   Natural Gasoline
   Isobutane
   Normal Butane
  
  Other
   MTBE
   Ethanol
  
  Sub Total
  
  Intermediate Products
  
   Isomerate
   Cat Feed
   Gasoline Components
   Naptha
  
  Sub Total
  
  Refined Products
   Leaded Regular
   Unleaded Regular
   Unleaded Premium
   Propane
   JP-8
   Jet-A
   Diesel
   Residual Fuel Oil
   Other
   Lube Inventories-Phoenix Fuel
   Finished Product-Phoenix Fuel
   Service Stations-Gasoline
   Four Corners
   Travel Center
  Sub Total
  
  Inventory Total
  
  
  
  Eligible Refinery Hydrocarbon Inventory Borrowing Base Amount
  Calculation
  
  Product Line:       Gross Inven. Amount  Advance Rate  Advance Amt.
  
   Feedstock                                  80.00%
   Intermediate Products                      80.00%
   Refined Products                           80.00%
    (excluding S.S. and T.C.)
   Service Stations and                       50.00%
    Travel Center
  
       Total<PAGE>
  <PAGE>
                            EXHIBIT "I"
                                                     
                    FORM OF SECURITY AGREEMENT
  
  
          This Security Agreement is entered into this _____ day of
  _______________, ____, by ______________________________, a
  __________ corporation ("Debtor"), whose address is
  ______________________________, __________, __________, in favor of
  BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national
  savings association (together with any successor Administrative
  Agent under the Credit Agreement, "Secured Party"), as
  administrative agent for itself, the financial institutions (the
  "Banks") from time to time parties to that certain Credit Agreement
  (the "Credit Agreement"), dated as of December 23, 1998, among
  GIANT INDUSTRIES, INC. (the "Company"), the Banks and Secured
  Party, and the other "Swap Providers" from time to time parties to
  any "Specified Swap Contracts" (as each such term is defined in the
  Credit Agreement).  Capitalized terms used but not defined herein
  have the meanings assigned to them in the Credit Agreement.
  
     FOR VALUE RECEIVED, the receipt and sufficiency of which are
  hereby acknowledged, and as a condition precedent to the extension
  of credit by the Agent and the Banks under the Credit Agreement,
  Debtor agrees as follows:
  
     A.   OBLIGATIONS SECURED.  The security interest and pledges and
  assignments as applicable granted hereby are to secure punctual
  payment and performance of the following (all of which are herein
  separately and collectively referred to as the "Obligations"):
  
          (i)  the Notes executed by the Company and payable to the
  order of the Banks, respectively, and any and all extensions,
  renewals, modifications and rearrangements thereof;
  
          (ii) all obligations of the Company to Secured Party now or
  hereafter existing under the Credit Agreement and other Loan
  Documents, whether for principal (including reimbursement for
  amounts drawn under Letters of Credit), interest, fees, expenses,
  taxes, yield protection, indemnification or otherwise, and all
  extensions, renewals, modifications and rearrangements thereof; 
  
     (iii)     all obligations of the Company now or hereafter
  existing under the Specified Swap Contracts, and all extensions,
  renewals, modifications and rearrangements thereof; and
  
     (iv) any and all other indebtedness, liabilities and obligations
  whatsoever of Debtor under this Security Agreement and the other
  Loan Documents, whether direct or indirect, absolute or contingent,
  primary or secondary, due or to become due and whether now existing
  or hereafter arising and howsoever evidenced or acquired, whether
  joint or several, or joint and several.
  
     B.   DESCRIPTION OF COLLATERAL.  Debtor hereby grants to Secured
  Party, for its benefit and the ratable benefit of the Banks and
  other Swap Providers, if any, a security interest in (and hereby
  pledges and assigns as applicable), and agrees that Secured Party,
  for its benefit and the ratable benefit of the Banks and other Swap
  Providers, if any, shall continue to have a security interest in
  (and a pledge and assignment as applicable of), all of Debtor's
  right, title and interest in and to the following property (the
  "Collateral"), whether now owned or hereafter acquired, to wit:
  
          (i)  all (A) crude oil, natural gas and natural gas
  liquids, other hydrocarbons and ethanol (together, "Feedstocks"),
  (B) Feedstocks that have been partially processed or refined as
  isomerate, cat feed, gasoline components or naptha (together,
  "Intermediate Products") and (C) gasoline, diesel, aviation fuel,
  fuel oil, propane, ethanol, transmix and other products processed,
  refined or blended from Feedstocks and Intermediate Products
  (together "Refined Products"), in each case wherever located, now
  or hereafter existing, and all accessions to any of the foregoing,
  products of any of the foregoing and documents relating to any of
  the foregoing (any and all such inventory, accessions, products and
  documents herein called the "Inventory");
  
          (ii) all accounts, contract rights, chattel paper,
  instruments, general intangibles and other obligations of any kind
  (including all rights to receive crude oil or petroleum products,
  to receive payments of money or to receive other value pursuant to
  contracts, agreements or other arrangements with other Persons, for
  the trading, lending, borrowing or exchanging of crude oil or
  petroleum products in the ordinary course of business), now or
  hereafter existing, whether or not arising out of or in connection
  with the sale or lease of goods or the rendering of services, and
  all rights now or hereafter relating to any such accounts, contract
  rights, chattel paper, instruments, general intangibles or
  obligations (any and all such accounts, contract rights, chattel
  paper, instruments, general intangibles, obligations and rights
  herein called the "Accounts," and any and all such leases, security
  agreements and other contracts herein called the "Related
  Contracts"); and
  
          (iii)     all proceeds of any and all of the foregoing
  Collateral (including proceeds that constitute property of any type
  described in Subsections B(i) or B(ii) above) and, to the extent
  not otherwise included, all (a) payments under insurance (whether
  or not Secured Party is the loss payee thereof), or under any
  indemnity, warranty or guaranty, payable by reason of loss or
  damage to or otherwise with respect to any of the foregoing
  Collateral and (b) cash.
  
          C.   CONTRACTS AND AGREEMENTS.  Anything herein to the
  contrary notwithstanding, (1) Debtor shall remain liable under the
  contracts and agreements included in the Collateral to the extent
  set forth therein to perform all of its duties and obligations
  thereunder to the same extent as if this Security Agreement had not
  been executed, (2) the exercise by Secured Party of any of its
  rights hereunder shall not release Debtor from any of its duties or
  obligations under the contracts and agreements included in the
  Collateral and (3) neither Secured Party nor any Bank or other Swap
  Provider shall have any obligation or liability under the contracts
  and agreements included in the Collateral by reason of this
  Security Agreement, nor shall Secured Party or any Bank or other
  Swap Provider be obligated to perform any of the obligations or
  duties of Debtor thereunder or take any action to collect or
  enforce any claim for payment assigned hereunder.
  
     D.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. 
  Debtor represents and warrants as follows:
  
     1.   Ownership; No Encumbrances.  Except for the security
  interest (and pledges and assignments as applicable) granted
  hereby, the Debtor is, and as to any property acquired after the
  date hereof which is included within the Collateral, Debtor will
  be, the legal and beneficial owner of all such Collateral free and
  clear of any and all Liens of any and every nature whatsoever
  (subject only to Permitted Liens), and Debtor possesses evidence of
  such ownership.  Debtor has exclusive possession and control of the
  Inventory, except to the extent that such Inventory is in transit
  or held at terminals owned by third parties and commingled with
  inventory owned by Persons other than Debtor.  None of the
  Inventory consists of minerals or the like (including oil and gas)
  in which Debtor had any interest before extraction, and none of the
  Accounts consist of accounts resulting from the sale of any such
  minerals or the like or the sale of minerals or the like at the
  wellhead or minehead.
  
     2.   No Third Party Financing Statements.  There is no financing
  statement or similar filing now on file in any public office
  covering any part of the Collateral, except the financing
  statements filed or to be filed in favor of Secured Party.
  
     3.   Accuracy of Information.  All information furnished to
  Secured Party concerning Debtor, the Collateral and the
  Obligations, or otherwise for the purpose of obtaining or
  maintaining credit, is or will be at the time the same is
  furnished, accurate and complete in all material respects.
  
     4.   Authority.  Debtor has full right, power and authority to
  execute and perform this Agreement and to create the security
  interest (and pledges and assignment as applicable) created by this
  Agreement.  The making and performance by Debtor of this Agreement
  will not violate any articles of incorporation, bylaws or similar
  document respecting Debtor, any provision of law, any order of
  court or governmental agency, or any indenture or other agreement
  to which Debtor is a party, or by which Debtor or any of Debtor's
  property is bound, or be in conflict with, result in a breach of or
  constitute (with due notice and/or lapse of time) a default under
  any such indenture or other agreement, or result in the creation or
  imposition of any Lien of any and every nature whatsoever upon the
  Collateral, except as contemplated by this Agreement.
  
          5.   Addresses.  The address of Debtor designated at the
  beginning of this Agreement is Debtor's place of business, if
  Debtor has only one place of business, or Debtor's chief executive
  office, if Debtor has more than one place of business, and is the
  office where Debtor keeps its records concerning the Accounts.  All
  originals of any chattel paper and any promissory notes or
  instruments evidencing any of the Accounts have been delivered to
  Secured Party (endorsed, in the case of promissory notes or
  instruments, payable to the order of Secured Party).  All of the
  Inventory is located at the places specified in Schedule 1 attached
  hereto.
  
          6.   Security Interest.  This Security Agreement creates a
  valid first-priority security interest in the Collateral, subject
  only to Permitted Liens, securing payment of the Obligations, and
  all filings and other actions necessary or desirable to perfect and
  protect such security interest have been duly taken.
  
     E.   GENERAL COVENANTS.  Debtor covenants and agrees as follows:
  
     1.   Assessments.  Debtor shall promptly pay when due all taxes,
  assessments, license fees, registration fees, and governmental
  charges levied or assessed against Debtor or with respect to the
  Collateral or any part thereof.
  
     2.   No Encumbrances.  Debtor agrees not to suffer or permit any
  charge, Lien, security interest, adverse claim or encumbrance of
  any and every nature whatsoever against the Collateral or any part
  thereof (subject only to Permitted Liens).
  
     3.   No Transfer.  Except as otherwise provided in this Security
  Agreement with respect to sales of inventory in the ordinary course
  of business, Debtor shall not, without the prior written consent of
  the Majority Banks, sell, assign, transfer, lease, charter,
  encumber, hypothecate or dispose of the Collateral, or any part
  thereof, or interest therein, or offer to do any of the foregoing.
  
     4.   Notices and Reports.  Debtor shall promptly notify Secured
  Party in writing of any change in the name, identity or structure
  of Debtor, any charge, Lien, security interest, claim or
  encumbrance asserted against the Collateral, any litigation against
  Debtor or the Collateral, any theft, loss, injury or similar
  incident involving the Collateral, and any other material matter
  adversely affecting Debtor or the Collateral.  Debtor shall furnish
  such other reports, information and data regarding Debtor's
  operations, the Collateral and such other matters as Secured Party
  or any Bank may request from time to time.
  
     5.   Landlord's Waivers and Other Third Party Agreements. 
  Debtor shall use good faith efforts to furnish to Secured Party, if
  requested at any time and from time to time, a landlord's waiver or
  other third party agreement, as applicable, with respect to any
  Collateral covered by this Security Agreement that is or may be
  located upon leased premises, held by a bailee or otherwise subject
  to any third party interest (actual or contingent), such landlord's
  waivers and other third party agreements to be in such form and
  upon such terms as are acceptable to Secured Party and the Majority
  Banks.
  
     6.   Further Assurances.  Debtor agrees to execute or procure,
  as applicable, and deliver such financing statement or statements,
  or amendments thereof or supplements thereto, or other documents,
  agreements and assurances, and take all further action, as Secured
  Party may from time to time require in order to perfect and protect
  any security interest granted or purported to be granted hereby, to
  establish or affirm the priority of the security interest granted
  or purported to be granted hereby or to enable Secured Party to
  exercise and enforce its rights and remedies hereunder with respect
  to any Collateral.  Without limiting the generality of the
  foregoing, Debtor shall (a) mark conspicuously each document
  included in the Inventory, each chattel paper included in the
  Accounts, each Related Contract, and, at the request of Secured
  Party or the Majority Banks, each of its records pertaining to the
  Collateral with a legend, in form and substance satisfactory to
  Secured Party and the Majority Banks, indicating that such
  document, chattel paper, Related Contract or Collateral is subject
  to the security interest granted hereby, and (b) if any of the
  Accounts is evidenced by a promissory note or other instrument or
  chattel paper, deliver and pledge to Secured Party hereunder such
  note, instrument or chattel paper, duly endorsed and accompanied by
  duly executed instruments of transfer or assignment, all in form
  and substance satisfactory to Secured Party.
  
          7.   Protection of Collateral.  Secured Party, at its
  option, whether before or after default, but without any obligation
  whatsoever to do so, may, and Debtor hereby irrevocably appoints
  Secured Party as Debtor's attorney-in-fact, with full authority in
  the place and stead of Debtor and in the name of Debtor or
  otherwise, from time to time in Secured Party's discretion, to,
  take any action and execute any instrument that Secured Party may
  deem necessary or advisable to accomplish the purposes of this
  Security Agreement, including the following:  (a) discharge taxes,
  claims, charges, Liens, security interests, assessments or other
  encumbrances of any and every nature whatsoever at any time levied,
  placed upon or asserted against the Collateral, (b) place and pay
  for insurance on the Collateral, including insurance that only
  protects Secured Party's interest, (c) pay for the repair,
  improvement, testing, maintenance and preservation of the
  Collateral, (d) file one or more financing or continuation
  statements, and amendments and supplements thereto, relative to all
  or any part of the Collateral without the signature of Debtor where
  permitted by law, and pay any filing, recording, registration,
  licensing or certification fees or other fees and charges related
  to the Collateral, or (e) take any other action to preserve and
  protect the Collateral and Secured Party's rights and remedies
  under this Agreement as Secured Party may deem necessary or
  appropriate.  Debtor agrees that Secured Party shall have no duty
  or obligation whatsoever to take any of the foregoing action. 
  Debtor agrees to promptly reimburse Secured Party upon demand for
  any payment made or any expense incurred by the Secured Party
  pursuant to this authorization. These payments and expenditures,
  together with interest thereon from date incurred until paid by
  Debtor at the maximum contract rate allowed under applicable laws,
  which Debtor agrees to pay, shall constitute additional Obligations
  and shall be secured by and entitled to the benefits of this
  Security Agreement.
  
     8.   Inspection.  Debtor shall at all reasonable times allow
  Secured Party and each of the Banks by or through any of its
  officers, agents, attorneys or accountants, to examine the
  Collateral, wherever located, and to examine and make extracts from
  Debtor's books and records. 
  
     9.   Insurance.  Debtor shall have and maintain insurance at all
  time with respect to all tangible Collateral insuring against risks
  of fire (including so-called extended coverage), theft and other
  risks as Secured Party and the Majority Banks may require and shall
  maintain liability insurance naming the Debtor, the Administrative
  Agent and the Banks as insured parties, in each case containing
  such terms, in such form and amounts and written by such companies
  as may be satisfactory to Secured Party and the Majority Banks, all
  of such insurance to (a) contain loss payable clauses in favor of
  Secured Party as its interests may appear, (b) contain the
  agreement by the insurer that any loss thereunder shall, subject to
  the terms of this Security Agreement, be payable to Secured Party
  notwithstanding any action, inaction or breach of representation or
  warranty by Debtor and (c) provide that there shall be no recourse
  against Secured Party or the Banks for payment of premiums or other
  amounts with respect thereto.  All policies of insurance shall
  provide for at least thirty (30) days' prior written cancellation
  notice to Secured Party and at the request of Secured Party shall
  be delivered to and held by it.  Debtor shall, as often as Secured
  Party or any Bank reasonably may request, deliver to Secured Party
  and the Banks a certificate of a reputable insurance broker with
  respect to such insurance and permit Secured Party and any Bank to
  discuss the terms and conditions of such insurance with such broker
  and the insurer.  Secured Party is hereby authorized to act as
  attorney for Debtor in adjusting and settling insurance claims that
  relate to the Collateral and endorsing any drafts or instruments. 
  Secured Party shall be authorized to apply the proceeds from any
  insurance to the Obligations secured hereby whether or not such
  Obligations are then due and payable.  Debtor specifically
  authorizes Secured Party to disclose information from the policies
  of insurance to prospective insurers regarding the Collateral.
  
     F.   ADDITIONAL PROVISIONS REGARDING ACCOUNTS.  The following
  provisions shall apply to all Accounts included within the
  Collateral:
  
     1.   Definitions.  The term "account," as used in this
  Agreement, shall have the same meaning as set forth in the Uniform
  Commercial Code of California in effect as of the date of execution
  hereof, and as set forth in any amendment to the Uniform Commercial
  Code of California to become effective after the date of execution
  hereof, and also shall include all present and future notes,
  instruments, documents, general intangibles, drafts, acceptances
  and chattel paper of Debtor, and the proceeds thereof.
  
     2.   Additional Warranties.  As of the time any Account is
  included in any Borrowing Base Report under the Credit Agreement,
  Debtor shall be deemed further to have warranted as to each and all
  of such Accounts as follows: (a) each Account and all papers and
  documents relating thereto are genuine and in all respects what
  they purport to be; (b) each Account is valid and subsisting and
  arises out of a bona fide sale of goods sold and delivered to, or
  out of and for services theretofore actually rendered by Debtor to,
  the account debtor named in the account; (c) the amount of the
  Account represented as owing is the correct amount actually and
  unconditionally owing and is not subject to any setoffs, credits,
  defenses, deductions or countercharges; and (d) Debtor is the owner
  thereof free and clear of any charges, Liens, security interests,
  adverse claims and encumbrances of any and every nature whatsoever
  (subject only to Permitted Liens).
  
          3.   Collection of Accounts.  Except as otherwise provided
  herein, Debtor shall continue to collect all amounts due or to
  become due to Debtor under the Accounts, and, in connection with
  such collections, Debtor may take (and, at Secured party's
  direction, shall take) such action as Debtor or Secured  Party may
  deem necessary or advisable to enforce collection of the Accounts. 
  Upon the occurrence and during the continuance of any Default or
  Event of Default (and, in any event, after receipt by Debtor of
  notice from Secured Party in accordance with the Credit Agreement)
  (a) all amounts and proceeds (including instruments) received by
  Debtor in respect of the Accounts shall be received in trust for
  the benefit of Secured Party hereunder, shall be segregated from
  other funds of Debtor and shall be forthwith paid over to Secured
  Party in the same form as so received (with any necessary
  endorsement), and, if any Event of Default has occurred and is
  continuing, applied as provided by Section H.4. hereof, and (b)
  Debtor shall not adjust, settle or compromise the amount or payment
  of any Account, release wholly or partly any account debtor or
  obligor thereunder or allow any credit or discount thereon. 
  Secured Party shall have the right in its own name or in the name
  of Debtor, upon the occurrence and during the continuance of any
  Default or Event of Default (and, in any event, after receipt by
  Debtor of notice from Secured Party in accordance with the Credit
  Agreement), to notify any and all account debtors to make payments
  of the Accounts directly to Secured Party, to demand, collect,
  receive, receipt for, sue for, compound and give acquittal for, any
  and all amounts due or to become due on the Accounts and to endorse
  the name of the Debtor on all commercial paper given in payment or
  part payment hereof, and in Secured Party's discretion to file any
  claim or take any other action or proceeding that Secured Party may
  deem necessary or appropriate to protect and preserve and realize
  upon the Accounts and related Collateral.  Secured Party shall have
  no duty or obligation whatsoever to collect any Account, or to take
  any other action to preserve or protect the Collateral; however,
  should Secured Party elect to collect any Account or take
  possession of any Collateral, Debtor releases Secured Party from
  any claim or claims for loss or damage arising from any act or
  omission in connection therewith.
  
     4.   Addresses.  Debtor shall keep its place of business, or, if
  it has more than one place of business, its chief executive office,
  and the office where it keeps its records concerning the Accounts,
  at the location therefor specified in Subsection D.5., or, upon 30
  days' prior written notice to Secured Party, at other locations in
  jurisdictions where all actions required by Section E have been
  taken with respect to Accounts; provided, however, that in no event
  shall Debtor's records concerning Accounts be located outside of
  the United States.
  
     G.   ADDITIONAL PROVISIONS REGARDING INVENTORY.  The following
  provisions shall apply to all inventory included within the
  Collateral:
  
     1.   Location of Inventory.  Debtor shall keep the Inventory
  (other than Inventory sold in the ordinary course of business) at
  the places therefor specified in Subsection D.5., or, upon 30 days'
  prior written notice to Secured Party, at other places in
  jurisdictions where all actions required by Section E have been
  taken with respect to the Inventory; provided, however, that in no
  event shall the Inventory be located outside the United States.
  
     2.   Use of Inventory.  Unless and until the privilege of Debtor
  to use inventory in the ordinary course of Debtor's business is
  revoked by Secured Party upon the occurrence and during the
  continuance of any Default or Event of Default, Debtor may use the
  inventory in any manner not inconsistent with this Security
  Agreement, may sell that part of the Collateral consisting of
  Inventory provided that all such sales are in the ordinary course
  of business, and may use and consume any raw materials or supplies
  that are necessary in order to carry on Debtor's business.  A sale
  in the ordinary course of business does not include a transfer in
  partial or total satisfaction of a debt. 
     3.   Accounts as Proceeds.  All accounts that are proceeds of
  the Inventory included within the Collateral shall be subject to
  all of the terms and provisions hereof pertaining to Accounts.
  
     4.   Protection of Inventory.  Debtor shall take all action
  necessary to protect and preserve the Inventory.
  
     H.   REMEDIES.  Upon the occurrence of an Event of Default,
  Secured Party, at its option, shall be entitled to exercise any one
  or more of the following remedies (all of which are cumulative):
  
     1.   Declare Obligations Due.  Secured Party, acting on behalf
  of the Banks in accordance with the Credit Agreement, may declare
  the Obligations or any part thereof immediately due and payable,
  without demand, notice of intention to accelerate, notice of
  acceleration, notice of nonpayment, presentment, protest, notice of
  dishonor, or any other notice whatsoever, all of which are hereby
  waived by Debtor and any maker, endorser, guarantor, surety or
  other party liable in any capacity for any of the Obligations.
  
          2.   Remedies.  Secured Party shall have all of the rights
  and remedies provided for in this Security Agreement and in any
  other agreements executed by Debtor, the rights and remedies in the
  Uniform Commercial Code of California, and any and all other rights
  and remedies at law and equity, all of which shall be deemed
  cumulative.  Without limiting the foregoing, Debtor agrees that
  Secured Party shall have the right to (a) require Debtor to
  assemble the Collateral and make it available to Secured Party at a
  place designated by Secured Party that is reasonably convenient to
  both parties, which Debtor agrees to do; (b) take possession of the
  Collateral, with or without process of law, and, in this
  connection, enter any premises where the Collateral is located to
  remove same, to render it unusable, or to dispose of same on such
  premises; (c) sell, lease or otherwise dispose of the Collateral,
  by public or private proceedings, for cash or credit, without
  assumption of credit risk; and/or (d) collect and receipt for,
  compound, compromise, and settle, and give releases, discharges and
  acquittances with respect to, any and all amounts owned by any
  person or entity with respect to the Collateral.  Unless the
  Collateral is perishable or threatens to decline speedily in value
  or is of a type customarily sold on a recognized market, Secured
  Party will send Debtor reasonable notice of the time and place of
  any public sale or of the time after which any private sale or
  other disposition will be made.  Any requirement of reasonable
  notice to Debtor shall be met if such notice is mailed, postage
  prepaid, to Debtor at the address of Debtor designated at the
  beginning of this Agreement, at least ten (10) days before the day
  of any public sale or at least ten (10) days before the time after
  which any private sale or other disposition will be made.  Secured
  Party shall not be obligated to make any sale of Collateral
  regardless of notice of sale having been given, and Secured Party
  may adjourn any public or private sale from time to time by
  announcement at the time and place fixed therefor and such sale
  may, without further notice, be made at the time and place to which
  it is so adjourned.
  
     3.   Expenses.  Debtor shall be liable for and agrees to pay the
  reasonable expenses incurred by Secured Party in enforcing its
  rights and remedies, in retaking, holding, testing, repairing,
  improving, selling, leasing or disposing of the Collateral, or like
  expenses, including, without limitation, attorneys' fees and legal
  expenses incurred by Secured Party. These expenses, together with
  interest thereon from the date incurred until paid by Debtor at the
  maximum contract rate allowed under applicable laws, which Debtor
  agrees to pay, shall constitute additional Obligations and shall be
  secured by and entitled to the benefits of this Agreement.
  
          4.   Proceeds; Surplus; Deficiencies.  Proceeds received by
  Secured Party from disposition of the Collateral shall be applied
  (after payment of Secured Party's expenses) in whole or in part by
  Secured Party for the ratable benefit of the Banks and other Swap
  Providers, if any, against all or any portion of the Obligations in
  such order (but, in any event, pro rata among the Banks and other
  Swap Providers, if any, as hereinafter provided) or manner as
  Secured Party may elect.  Proceeds distributed to the Banks and
  other Swap Providers, if any, pursuant hereto shall be distributed
  pro rata in such proportion as the total Obligations to each such
  Person bears to the total Obligations to all such Persons;
  provided, however, that, for the purposes of the foregoing, (a) the
  Obligations to each such Person in respect of the Specified Swap
  Contracts and all other Obligations described in items (iii) and
  (iv) of Part A of this Security Agreement shall be deemed to
  include only such amounts as are then due and payable in respect
  thereof and (b) no amounts shall be deemed then due and payable to
  any Bank or other Swap Provider, if any, for purposes hereof, with
  respect to any Specified Swap Contract or any individual right to
  indemnity, or to reimbursement or compensation pursuant to Article
  IV, except to the extent that Secured Party shall have actually
  received prior written notice thereof at its address specified in
  Section 11.01 of the Credit Agreement.  Debtor shall be entitled to
  any surplus if one results after payment in full of all of the
  Obligations.
  
     5.   Remedies Cumulative.  The rights and remedies of Secured
  Party are cumulative and the exercise of any one or more of the
  rights or remedies shall not be deemed an election of rights or
  remedies or a waiver of any other right or remedy.  Secured Party
  may remedy any default and may waive any default without waiving
  the default remedied or without waiving any other prior or
  subsequent default.
  
          6.   Non-Bank Swap Providers.  Each Swap Provider, if any,
  not a Bank, by its acceptance of any of the benefits of this
  Security Agreement, shall be deemed to have (a) designated Secured
  Party to hold the Collateral in accordance with the terms hereof
  and otherwise to act as specified herein; (b) irrevocably
  authorized Secured Party to take such action under the provisions
  of this Security Agreement and to exercise such powers and to
  perform such duties hereunder as are specifically delegated to or
  required of Secured party by the terms hereof and such other powers
  as are reasonably incidental thereto, and to exercise all remedies
  available to Secured Party, including without limitation, the right
  to foreclose or otherwise realize upon the Collateral and to
  initiate, prosecute and defend any and all legal proceedings, by or
  through its agents and employees; (c) agreed that Secured Party
  shall have no duties or responsibilities except those expressly set
  forth or described herein and that neither Secured Party nor any
  other Agent-Related Person shall be liable for any action taken or
  omitted by it as such hereunder or in connection herewith; (d)
  agreed that the duties of Secured Party shall be mechanical and
  administrative in nature, that Secured Party shall not have, by
  reason of this Security Agreement a fiduciary relationship in
  respect of such Person and that nothing in this Security Agreement,
  express or implied, is intended to or shall be so construed as to
  impose upon Secured Party any obligations in respect of this
  Security Agreement, the Collateral or the Obligations secured
  thereby except as expressly set forth herein; (e) agreed that
  Secured Party shall not be responsible to any such Person for any
  recitals, statements, information, representations or warranties
  herein or in any document, certificate or other writing delivered
  in connection herewith or for the execution, effectiveness,
  genuineness, validity, enforceability, perfection, collectability,
  priority or sufficiency of this Security Agreement or be required
  to make any inquiry concerning either the performance or observance
  of any of the terms, provisions or conditions of this Security
  Agreement, or the financial condition of the Company or the Debtor
  or any of their respective Subsidiaries, or the existence or
  possible existence of any Default or Event of Default under, or
  noncompliance with, this Security Agreement or any other agreement
  referenced herein; (f) waived any and all rights to require or
  demand that Secured Party take any actions or refrain from taking
  any actions with respect to the Collateral at any time, including
  without limitation actions to foreclose upon any Collateral or
  actions with respect to the release or substitution of any
  Collateral at any time, to have agreed that decisions regarding the
  exercise of all rights and the taking or refraining from taking of
  any actions by Secured Party at any time with respect to the
  Collateral or any of the Obligations referenced herein, including
  without limitation actions to foreclose upon any Collateral or
  actions with respect to the release or substitution of any
  Collateral at any time, shall be between Secured Party and the
  Banks in accordance with the terms of this Security Agreements and
  their separate agreements and that all such decisions shall be
  conclusive and binding on such Persons, and to have waived any and
  all claims against Secured Party and/or any Bank in respect of any
  such decision, exercise, action or inaction; (g) agreed that
  Secured Party may resign from the performance of all its functions
  and duties hereunder at any time by giving 20 Business Days' prior
  written notice to the Company and the Banks at the addresses
  specified in Section 11.01 of the Credit Agreement, following which
  the holders of any and all then remaining Obligations shall perform
  all of the duties of Secured Party under this Security Agreement
  until such time, if any, as such Persons have appointed a successor
  administrative agent to act as secured party on their behalf.
  
     I.   OTHER AGREEMENTS.
  
     1.   Savings Clause.  Notwithstanding any provision to the
  contrary herein, or in any of the documents evidencing the
  Obligations or otherwise relating thereto, no such provision shall
  require the payment or permit the collection of interest in excess
  of the maximum permitted by applicable usury laws.  If any such
  excessive interest is so provided for, then in such event (i) the
  provisions of this paragraph shall govern and control, (ii) neither
  Debtor nor its successors or assigns or any other party liable for
  the payment thereof, shall be obligated to pay the amount of such
  interest to the extent that is in excess of the maximum amount
  permitted by law, (iii) any such excess interest that may have been
  collected shall be, at the option of the holder of the instrument
  evidencing the Obligations, either applied as a credit against the
  then unpaid principal amount thereof or refunded to the maker
  thereof, and (iv) the effective rate of interest shall be
  automatically reduced to the maximum lawful rate under applicable
  usury laws as now or hereafter construed by the courts having
  jurisdiction.
  
     2.   Indemnity and Expenses.  Debtor agrees to indemnify Secured
  Party and each of the Banks, and to hold Secured Party and each of
  the Banks harmless, from and against any and all claims, losses and
  liabilities arising out of or resulting from this Security
  Agreement (including enforcement of this Security Agreement),
  except claims, losses or liabilities resulting from such Person's
  gross negligence or willful misconduct.  Debtor will upon demand
  pay to Secured Party the amount of any and all reasonable expenses,
  including reasonable fees and disbursements of counsel and of any
  experts and agents, that Secured Party or the Banks may incur in
  connection with (a) the administration of this Security Agreement,
  (b) the custody, preservation, use, operation or sale of, the
  collection from, or any other realization upon any of, the
  Collateral, (c) the exercise or enforcement of any of the rights of
  Secured Party or the Banks hereunder or (d) the failure by Debtor
  to perform or observe any of the provisions hereof.
  
     3.   Severability.  Any provision hereof found to be invalid by
  courts having jurisdiction shall be invalid only with respect to
  such provision (and then only to the extent necessary to avoid such
  invalidity).  The offending provision shall be modified to the
  maximum extent possible to confer upon Secured Party the benefits
  intended thereby.  Such provision as modified and the remaining
  provisions hereof shall be construed and enforced to the same
  effect as if such offending provision (or portion thereof) had not
  been contained herein, to the maximum extent possible.
  
     4.   Use of Copies.  Any carbon, photographic or other
  reproduction of this Security Agreement or of any financing
  statement signed by Debtor is sufficient as a financing statement
  for all purposes, including without limitation, filing in any state
  as may be permitted by the provisions of the Uniform Commercial
  Code of such state.
  
     5.   Relationship to Other Agreements.  This Security Agreement
  and the security interests (and pledges and assignments as
  applicable) herein granted are in addition to (and not in
  substitution, novation or discharge of) any and all prior or
  contemporaneous security agreements, security interests, pledges,
  assignments, liens, rights, titles or other interests in favor of
  Secured Party or assigned to Secured Party by others in connection
  with the Obligations.  All rights and remedies of Secured Party in
  all such agreements are cumulative, but in the event of actual
  conflict in terms and conditions, the terms and conditions of the
  latest security agreement shall govern and control.
  
     6.   Notices.  Any notice or demand given by Secured Party to
  Debtor in connection with this Agreement, the Collateral or the
  Obligations shall be deemed given and effective upon deposit in the
  United States mail, postage prepaid, addressed to Debtor at the
  address of Debtor designated at the beginning of this Security
  Agreement.  Actual notice to Debtor shall always be effective no
  matter how given or received.  All notices and other communications
  to Secured Party hereunder shall be in writing and shall be mailed,
  telecopied or delivered to Secured Party, as the case may be, at
  the address therefor specified in Section 11.02 of the Credit
  Agreement and shall be deemed given and effective at the time
  specified in said Section 11.02.
  
     7.   Headings and Gender.  Paragraph headings in this Security
  Agreement are for convenience only and shall be given no meaning or
  significance in interpreting this Agreement.  All words used herein
  shall be construed to be of such gender or number as the
  circumstances require.
  
          8.   Amendments, Waivers, etc.  No amendment or waiver of
  any provisions of this Security Agreement or consent to any
  departure by Debtor herefrom shall in any event be effective unless
  the same is in writing and signed by Secured Party, and then such
  waiver or consent shall be effective only in the specific instance
  and for the specific purpose for which given.  The waiver (whether
  express or implied) by Secured Party of any breach of any term or
  condition of this Security Agreement, or the consent (whether
  express or implied) by any Bank thereto, shall not prejudice any
  remedy of Secured Party or any Bank in respect of any continuing or
  other breach of the terms and conditions hereof and shall not be
  construed as a bar to any right or remedy that Secured Party or any
  Bank would otherwise have on any future occasion under this
  Security Agreement.  No failure to exercise or delay in exercising,
  on the part of Secured Party or any Bank, any right, power or
  privilege under this Security Agreement shall operate as a waiver
  thereof or the exercise of any other right, power or privilege.
  
     9.   Continuing Agreement.  The security interest (and pledges
  and assignments as applicable) hereby granted and all of the terms
  and provisions in this Agreement shall be deemed a continuing
  agreement.  They shall continue in full force and effect and remain
  effective between the parties until the repayment in full of all
  Obligations and the termination or expiration of the Commitments
  and all Letters of Credit.
  
     10.  Binding Effect.  The provisions of this Security Agreement
  shall be binding upon the successors and assigns of Debtor and the
  rights, powers and remedies of Secured Party hereunder shall inure
  to the benefit of the successors and assigns of Secured Party. 
  Without limiting the generality of the foregoing, any Bank may
  assign or otherwise transfer any or all of its rights and
  obligations under the Loan Documents to any other Person, and such
  other Person shall thereupon become vested with all of the benefits
  in respect thereof granted to such Bank herein or otherwise,
  subject, however, to the provisions of Article X (concerning the
  Administrative Agent) and Section 11.08 of the Credit Agreement.
  
          11.  GOVERNING LAW AND JURISDICTION.
  
               (a)  THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
  CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA
  (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND APPLICABLE
  FEDERAL LAW, EXCEPT TO THE EXTENT THAT THE PERFECTION OR EFFECT OF
  PERFECTION OR NON-PERFECTION OF THE SECURITY INTERESTS HEREUNDER,
  IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS
  OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.
  
               (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
  THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT
  IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES
  FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND BY EXECUTION AND
  DELIVERY OF THIS SECURITY AGREEMENT, DEBTOR CONSENTS, FOR ITSELF
  AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION
  OF THOSE COURTS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, DEBTOR
  FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY
  OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
  THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
  POSTAGE PREPAID, TO IT AT ITS ADDRESS SPECIFIED IN SECTION I.6.
  HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER SUCH
  MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF SECURED PARTY OR
  ANY BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
  TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
  GUARANTORS IN ANY OTHER JURISDICTION.  DEBTOR WAIVES PERSONAL
  SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
  MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.
  
               (c)  DEBTOR IRREVOCABLY WAIVES ANY OBJECTION,
  INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
  GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE
  TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN
  RESPECT OF THIS SECURITY AGREEMENT OR ANY DOCUMENT RELATED HERETO.  
  
          SECTION 11.    WAIVER OF JURY TRIAL.  DEBTOR WAIVES ITS
  RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
  UPON OR ARISING OUT OF OR RELATED TO THIS SECURITY AGREEMENT, THE
  OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
  THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
  BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY
  AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT
  TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  DEBTOR AGREE THAT
  ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL
  WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, DEBTOR FURTHER
  AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
  THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
  WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
  ENFORCEABILITY OF THIS SECURITY AGREEMENT OR THE OTHER LOAN
  DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL
  APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
  MODIFICATIONS TO THIS SECURITY AGREEMENT AND THE OTHER LOAN
  DOCUMENTS.
  
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  <PAGE>
     EXECUTED this _____ day of ________________, ____.
  
                                                            
  
  
                              By                            
                              Name:                              
                              Title:                             
  
                                        - DEBTOR -
  
                                                      <PAGE>
  <PAGE>
                          Schedule 1
  
                     Locations of Inventory
                                                     
                  [To be provided by Debtor]